Browse EX-10 agreements

FINAL FORM

[FORM OF SENIOR SECURED CONVERTIBLE NOTE]

**NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 20(a) HEREOF. THE PRINCIPAL AMOUNT REPR

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Document

Exhibit 10.1

VOTING AND SUPPORT AGREEMENT

This Voting and Support Agreement (this “Agreement”) is made and entered into as of June 16, 2026, by and among Bed Bath & Beyond, Inc., a Delaware corporation (“Parent”), the undersigned stockholder (“Stockholder”) of Fathom Holdings Inc., a North Carolina corporation (the “Company”), and, solely with respect to Section 3(c), the Company.

RECITALS

A.    Concurrently with the execution and delivery of this Agreement, Parent, Fathom Merger Sub, Inc., a North Carolina corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and the Company are entering into a Merger Agreement and Plan of Reorganization dated as of the date hereof (as it may be amended or supplemented from time to time pursuant to the terms thereof, the “Merger Agreement”), which provides for, among other things, the merger (the “Merger”) of Merger Sub with and into the Company in accordance with its terms.

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TRANSITION AND RETIREMENT AGREEMENT

This TRANSITION AND RETIREMENT AGREEMENT (this “Agreement”) is made and entered into as of June 15, 2026 (the “Effective Date”) by and between Graham Corporation (the “Company”) and Daniel Thoren (the “Executive”). The Company and the Executive are collectively referred to herein as the “Parties.”

WHEREAS, the Company and the Executive are parties to that certain Amended and Restated Employment Agreement dated February 5, 2025 (referred to herein as the “Employment Agreement”); and

WHEREAS, the Executive wishes to transition to an advisory role for the Company and to thereafter voluntarily retire from his employment with the Company on or before June 15, 2027; and

WHEREAS, the Parties recognize the importance of the Executive’s cooperation and assistance in facilitating the transfer of his knowledge and expertise to the Company in order to ensure a smooth transition; and

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TRANSITION AND RETIREMENT AGREEMENT

This TRANSITION AND RETIREMENT AGREEMENT (this “Agreement”) is made and entered into as of June 15, 2026 (the “Effective Date”) by and between Graham Corporation (the “Company”) and Alan E. Smith (the “Executive”). The Company and the Executive are collectively referred to herein as the “Parties.”

WHEREAS, the Company and the Executive are parties to that certain Employment Agreement dated July 30, 2007, as amended by that certain Amendment to Employment Agreement dated December 31, 2008 (such Employment Agreement, as amended, is referred to herein as the “Employment Agreement”); and

WHEREAS, the Executive wishes to continue his advisory relationship with the Company and to thereafter voluntarily retire from his employment with the Company on or before June 15, 2027; and

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Execution Version

AMENDMENT NO. 3, dated as of June 16, 2026 (this “Amendment No. 3”), to the Credit Agreement, dated as of August 10, 2021 (as amended by Amendment No. 1, dated as of October 4, 2022, as further amended by Amendment No. 2, dated as of July 1, 2024, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Original Credit Agreement”), by and among DORMAN PRODUCTS, INC., a Pennsylvania corporation (the “Parent Borrower”), the Subsidiary Guarantors party hereto, the Consenting Lenders (as defined below), the New Lenders (as defined below) and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent (the “Administrative Agent”).

WHEREAS, the Parent Borrower has requested an amendment to the Original Credit Agreement on the terms set forth herein;

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Exhibit 10.1

 

Commercial Paper Dealer Agreement

4(a)(2) Program

 

 

Between:

 

 

ANTERO RESOURCES CORPORATION, as Issuer and

 

 

[***], as Dealer

 

 

Concerning Notes to be issued pursuant to an Issuing and Paying Agency Agreement dated as of June 16, 2026 between the Issuer and [***], as Issuing and Paying Agent

 

 

Dated as of

 

June 16, 2026

 

 

*      The Dealer Agreements are substantially identical in all material respects except as to the Dealer party thereto.

 

1

 

 

Commercial Paper Dealer Agreement

4(a)(2) Program

 

This commercial paper dealer agreement (this “Agreement”) sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the “Notes”) through the Dealer.

 

Certain terms used in this Agreement are defined in Section 6 hereof.

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IMUNON, INC.

 

THE 2018 STOCK INCENTIVE PLAN AS AMENDED AS OF JUNE 16, 2026

 

I. INTRODUCTION

 

1.1 Purposes. The purposes of the IMUNON, INC. 2018 Stock Incentive Plan (this “Plan”) are (i) to align the interests of the Company’s stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company’s growth and success, (ii) to advance the interests of the Company by attracting and retaining Non-Employee Directors, officers, other employees, consultants, independent contractors and agents and (iii) to motivate such persons to act in the long-term best interests of the Company and its stockholders.

 

1.2 Certain Definitions.

 

“Affiliate” shall mean any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own directly or indirectly not less than fifty percent (50%) of such entity.

 

“Agreement” shall mean the written or electronic agreement evidencing an award hereunder between the Company and the recipient of such award.

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FOURTEENTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

 

THIS FOURTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Amendment”) is made as of June 16, 2026 (the “Amendment Effective Date”), by and among SLEEP NUMBER CORPORATION, a Minnesota corporation (the “Borrower”), the other Credit Parties listed on the signature pages hereto, the Lenders listed on the signature pages hereto, and U.S. BANK NATIONAL ASSOCIATION, as Issuing Lender (in such capacity, the “Issuing Lender”), Swing Line Lender (in such capacity, the “Swing Line Lender”) and Administrative Agent (in such capacity, the “Administrative Agent”), under that certain Amended and Restated Credit and Security Agreement, dated as of February 14, 2018 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”), by and among the Borrower, the Lenders, the Issuing Lender, the Swing Line Lender and the Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the respectiv

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CHANGE OF CONTROL AGREEMENT

 

dated as of

 

June 9, 2026

 

by and among

 

HALLMARK VENTURE GROUP, INC.

 

(to be renamed SDR Drone Inc.)

 

SELKIRK GLOBAL HOLDINGS, LLC

 

and PAUL STRICKLAND

 

(Transferor)

 

EQUORIX LLC

 

(Transferee)

 

CHANGE OF CONTROL AGREEMENT

 

THIS CHANGE OF CONTROL AGREEMENT (the “Agreement”) is entered into as of the date last written below (the “Effective Date”), by and among: HALLMARK VENTURE GROUP, INC. (to be renamed SDR DRONE INC.), a Florida corporation (the “Company” or “HLLK”); SELKIRK GLOBAL HOLDINGS, LLC, the record holder of all 100,000 issued and outstanding shares of the Company’s Series A Preferred Stock (the “Series A Shares”); PAUL STRICKLAND, in his individual capacity (Selkirk Global Holdings, LLC and Paul Strickland together, the “Transferor”); and EQUORIX LLC, a limited liability company with its principal office at 1270 Avenue of the Americas, 7th Floor, Rockefeller Center, New York, NY 10020 (the “Transferee” or “EQUORIX”). The Company, Transferor, and Transferee are each referred to herein indiv

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EXECUTION VERSION

MASTER SERVICES AGREEMENT

 

(FACTORY SETUP · ENGINEERING DISPATCH · TRAINING)

 

by and between

 

SDR DRONE INC.

 

(formerly Hallmark Venture Group, Inc.)

 

and

 

SUNDORI DRONE CO., LTD.

 

Framework Agreement — Engagement-Specific Fees per Statement of Work

 

Dated as of June 9, 2026

 

This MASTER SERVICES AGREEMENT (this “Agreement”) is made and entered into as of June 9, 2026 (the “Effective Date”), by and between:

 

(a) SDR Drone Inc. (formerly known as Hallmark Venture Group, Inc.), a corporation duly organized and existing under the laws of the State of Florida, United States of America, with its principal office at 1800 N Town Center Drive, Suite 100, Las Vegas, Nevada 89144 (the “Customer” or “SDR USA”); and

 

(b) Sundori Drone Co., Ltd., a corporation duly organized and existing under the laws of the Republic of Korea, with its registered office at 947 Hanam-daero, Hanam-si, Gyeonggido, Republic of Korea (the “Service Provider” or “SDR Korea”).

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EXECUTION VERSION

 

INTELLECTUAL PROPERTY

 

TRANSFER AND TECHNOLOGY ASSIGNMENT AGREEMENT

 

by and among

 

CHO SOON-SIK

 

SUNDORI DRONE CO., LTD.

 

(as Co-Assignors)

 

and

 

HALLMARK VENTURE GROUP, INC.

 

(to be renamed SDR Drone Inc., as Assignee)

 

Version 6 — Integrated Global IP Deal

 

Worldwide Trade Secrets · Korean Patents · Freedom-to-Practice · Foreign Filing Rights · Officer-Inventor

 

Covenant

 

Dated as of June 9, 2026

 

This INTELLECTUAL PROPERTY TRANSFER AND TECHNOLOGY ASSIGNMENT

 

AGREEMENT (this “Agreement”) is made and entered into as of June 9,2026 (the “Effective

 

Date”), by and among:

 

(a) Cho Soon-sik, a Korean resident individual whose principal residence is at 947 Hanamdaero, Hanam-si, Gyeonggi-do, Republic of Korea (in his individual capacity, “Cho”);

 

(b) Sundori Drone Co., Ltd., a corporation duly organized and existing under the laws of the

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EXECUTION VERSION

 

EXCLUSIVE LICENSE BACK

 

AGREEMENT

 

Korea Territory ● Royalty-Free ● Perpetual

 

dated as of

 

June 9, 2026

 

by and between

 

HALLMARK VENTURE GROUP, INC.

 

(to be renamed SDR Drone Inc.)

 

and

 

SUNDORI DRONE CO., LTD.

 

EXCLUSIVE LICENSE BACK AGREEMENT

 

THIS EXCLUSIVE LICENSE BACK AGREEMENT (the “Agreement”) is made and entered into as of the date last written below (the “Effective Date”), by and between: HALLMARK VENTURE GROUP, INC. (to be renamed SDR DRONE INC.), a corporation duly organized and existing under the laws of the State of Florida, United States of America, with its principal office at 1800 N Town Center Drive, Suite 100, Las Vegas, Nevada 89144 (the “Licensor”); and SUNDORI DRONE CO., LTD., a corporation duly organized and existing under the laws of the Republic of Korea, with its registered office at 947 Hanam-daero, Hanam-si, Gyeonggi-do, Republic of Korea (the “Licensee”). Licensor and Licensee are each referred to herein individually as a “Party” and collectively as the “Parties.”

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