Browse EX-10 agreements

SHARE CANCELLATION AGREEMENT

This SHARE CANCELLATION AGREEMENT (this “Agreement”), dated as of May 22, 2026 (the “Effective Date”), is entered into by and between Los Altos Ventures Corp., a Delaware corporation (the “Company”), and the shareholder listed in Exhibit A hereto (referred to as the “Shareholder”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

WHEREAS, as of the date hereof, the Shareholder is the owner of the number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) set forth next to his name on Exhibit A; and

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Exhibit 10.15

Warrant Certificate No. _______

NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (C) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

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THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR UNLESS SOLD IN ACCORDANCE WITH RULE 144 UNDER THE ACT.

WARRANT NO. [●] DATE OF ISSUANCE: [●] EXPIRATION DATE: [●], subject to earlier termination as provided herein	NUMBER OF SHARES: [●] subject to adjustment as provided herein

WARRANT TO PURCHASE SHARES OF COMMON STOCK OF

MATTERNET, INC.

This Warrant is issued to [●], or its registered assigns (including any successors or assigns, the “Warrantholder”), by Matternet, Inc., a Delaware corporation (the “Company”).

1. EXERCISE OF WARRANT.

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THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. This warrant must be surrendered to the coMPANY or its transfer agent as a condition precedent to the sale, transfer, pledge or hypothecation of any interest in any of the securities represented hereby.

WARRANT TO PURCHASE SHARES OF NON-VOTING COMMON STOCK

of

MATTERNET, INC.

Dated as of _____________

Void after the date specified in Section 8

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LOCK-UP AGREEMENT

This lock-up agreement (this “Agreement”) is made and entered into by and between the undersigned (the “Holder”), and Matternet, Inc., a Delaware corporation (“Matternet”) as of the effective date (the “Effective Date”) of the Closing (as defined below) of the Merger (as defined below).

WHEREAS, the Holder holds capital stock of Matternet (“Matternet Capital Stock”), or options, warrants, or other securities convertible into, exercisable or exchangeable for, or that represent the right to receive shares of Matternet Capital Stock (as defined below).

WHEREAS, pursuant to the Securities Purchase Agreement, dated March 3, 2026, by and among Matternet and the purchasers set forth on the signature pages affixed thereto, Matternet conducted a private placement (the “Bridge Financing”) of $6.0 million in aggregate principal amount of its senior convertible notes (the “Bridge Notes”) to certain accredited investors (the “Bridge Note Holders”).

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MATTERNET, INC.

OFFER LETTER

February 12, 2023

Jason Secore

Dear Jason:

I am pleased to offer you a part-time exempt position with Matternet, Inc. (the “Company”), as its Chief Financial Officer. If you decide to join us, you will receive an annual salary of $145,000.00, less applicable withholdings (the “Annual Base Salary”), which will be paid semi-monthly in accordance with the Company’s normal payroll procedures. In this part-time role, you will be expected to work 50% of full-time (“Half-Time Basis”), however, as an exempt employee, your Annual Base Salary shall not increase in the event that you work more than 50% of full-time. Further, as an exempt employee, you shall not be entitled to overtime.

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Exhibit 10.8

Standard Form

Matternet, Inc. Stock Option Grant Notice (2026 Equity Incentive Plan)

Matternet, Inc. (the “Company”) has granted to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”) under the Matternet, Inc. 2026 Equity Incentive Plan (the “Plan”). Your Option is subject to all of the terms and conditions set forth in this Stock Option Grant Notice (the “Grant Notice”), the Stock Option Agreement (the “Option Agreement”), the Notice of Exercise and the Plan, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined in this Grant Notice but defined in the Option Agreement or the Plan will have the same definitions as in the Option Agreement or the Plan, as applicable.

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Matternet, Inc.

2026 Employee Stock Purchase Plan

Adopted by the Board of Directors: May 22, 2026

Approved by the Stockholders: May 22, 2026

1. General; Purpose.

(a) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees under an Employee Stock Purchase Plan. In addition, the Plan permits the Company to grant a series of Purchase Rights to Eligible Employees that do not meet the requirements of an Employee Stock Purchase Plan.

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MATTERNET, INC.

KEY EMPLOYEE RETENTION PLAN

	1.	Purposes.

(a) The purpose of the Plan is to provide designated Key Employees the opportunity to receive certain bonuses upon or in connection with the occurrence of a Qualified Financing or Change of Control to (i) provide Key Employees with an incentive to continue their service prior to a Qualified Financing or Change of Control and to motivate the team to maximize the value of the Company upon a Qualified Financing or Change of Control for the benefit of its stockholders, (ii) provide Key Employees with enhanced financial security and incentive and encouragement to remain with the Company notwithstanding the possibility of a Qualified Financing or Change of Control, and (iii) assure that the Company will have the continued dedication and objectivity of Key Employees, notwithstanding the possibility, threat or occurrence of a Change of Control. With respect to a Change of Control, it is understood that transaction bonus amounts payable to the Key Employees under this Plan will

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Exhibit 10.9

Matternet, Inc. RSU Award Grant Notice(2026 Equity Incentive Plan)

Matternet, Inc. (the “Company”) has awarded to you (the “Participant”) the number of restricted stock units (the “RSUs”) specified and on the terms set forth below (the “RSU Award”) under the Matternet, Inc. 2026 Equity Incentive Plan (the “Plan”). Your RSU Award is subject to all of the terms and conditions set forth in this RSU Award Grant Notice (the “Grant Notice”), the RSU Award Agreement (the “Award Agreement”) and the Plan, which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined in this Grant Notice but defined in the Award Agreement or the Plan will have the same definitions as in the Award Agreement or the Plan, as applicable.

Participant:
Date of Grant:
Vesting Commencement Date:
Number of RSUs:
Consideration:	Participant’s Services

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MATTERNET, INC.

2011 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT

Unless otherwise defined herein, the terms defined in the 2011 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).

I.	NOTICE OF STOCK OPTION GRANT

	Name:	«Name»
	Address:	«Address» «City_State_Zip»

The undersigned Participant has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

	Date of Grant:	«Grant_Date»
	Vesting Commencement Date:	«Vest_Date»
	Exercise Price per Share:	$ «Price_Per_Share»
	Total Number of Shares Granted:	«Shares»
	Total Exercise Price:	$ «Total_Price»
	Type of Option:	«ISO»	Incentive Stock Option
		«NSO»	Nonstatutory Stock Option
	Term/Expiration Date:	«Expire_Date»

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MATTERNET, INC.

2011 EQUITY INCENTIVE PLAN

(Amended on May 4, 2022)

(Amended on March 26, 2024)

(Amended on August 8, 2025)

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 and Restricted Stock Units.

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

(a) “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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