Browse EX-10 agreements

FORM OF REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of May 22, 2026, by and among Matternet, Inc., a Delaware corporation (f/k/a Los Altos Ventures Corp.) (the “Company”), the persons identified on Schedule 1 hereto who have purchased the Offering Shares (as defined below) and have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”), the persons or entities identified on Schedule 2 hereto holding Bridge Notes (collectively, the “Bridge Holders”), the persons or entities identified on Schedule 3 hereto holding Placement Agent Warrants (collectively, the “Brokers”), the persons or entities identified on Schedule 4 hereto holding Merger Shares (as defined below), the persons or entities identified on Schedule 5 hereto holding Registrable Pre-Merger Shares (as defined below), and the person holding Advisor Shares

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Matternet, Inc.

2026 Equity Incentive Plan

Adopted by the Board of Directors: May 22, 2026

Approved by the Stockholders: May 22, 2026

1. General.

(a) 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.

(b) Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options; (ii) Nonstatutory Stock Options; (iii) SARs; (iv) Restricted Stock Awards; (v) RSU Awards; (vi) Performance Awards; and (vii) Other Awards.

(c) Adoption Date; Effective Date. The Plan will come into existence on the Adoption Date, but no Award may be granted prior to the Effective Date.

2. Shares Subject to the Plan.

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INDEMNITY AGREEMENT

This Indemnity Agreement (the “Agreement”), dated as of May 22, 2026, is entered into by and among Los Altos Ventures Corp., a Delaware corporation (the “Parent”), Matternet, Inc.,a Delaware corporation (“Matternet” and together with the Parent, the “Companies”), and the undersigned Indemnitee (the “Indemnitee”).

W I T N E S S E T H:

WHEREAS, Indemnitee is a director on the board of directors of the Parent (the “Parent Board of Directors”) and/or an officer of the Parent, and/or a director or an officer of Merger Sub (hereinafter defined), and in such capacity(ies) is performing valuable services for the Parent; and

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SUBSCRIPTION AGREEMENT

This Subscription Agreement (this “Agreement”) has been entered into by and between the purchaser set forth on the Omnibus Signature Page hereof (the “Purchaser”) and Los Altos Ventures Corp. (to be renamed “Matternet, Inc.” upon consummation of the Merger (as defined below)), a Delaware corporation (the “Company”), in connection with a private placement offering (the “Offering”) by the Company of Common Stock (as defined below).

R E C I T A L S

A. The Company is offering, pursuant to this Agreement and the Other Subscription Agreements (as defined below), a minimum of 4,666,666 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of $3.00 per share (the “Per Share Purchase Price”), for an aggregate purchase price of $14,000,000 (the “Minimum Offering Amount”), and a maximum of 8,000,000 shares of Common Stock at the Per Share Purchase Price for an aggregate purchase price of

$24,000,000 (the “Maximum Offering Amount”).

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INDEMNIFICATION AGREEMENT

This Indemnification Agreement is dated as of _______, 2026 (this “Agreement”) and is between Matternet, Inc., a Delaware corporation (the “Company”), and ________________ (“Indemnitee”).

Background

The Company believes that in order to attract and retain highly competent persons to serve as directors or in other capacities, including as officers, it must provide such persons with adequate protection through indemnification against the risks of claims and actions against them arising out of their services to and activities on behalf of the Company.

The Company desires and has requested Indemnitee to serve as a director and/or executive officer of the Company and, in order to induce the Indemnitee to serve in such capacity, the Company is willing to grant the Indemnitee the indemnification provided for herein. Indemnitee is willing to so serve on the basis that such indemnification be provided.

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Solana Company

Class A Common

Stock ($0.001 par

value per share)

Amended and Restated Sales Agreement

May 29, 2026

Clear Street LLC

4 World Trade Center

150 Greenwich Street, 45th Floor New York, NY 10007

Maxim Group LLC

300 Park Avenue, 16th Floor New York, NY 10022

Ladies and Gentlemen:

Solana Company, a Delaware corporation (f/k/a Helius Medical Technologies, Inc.) (the “Company”), confirms its agreement (this “Agreement”) with each of Clear Street LLC (the “Clear Street”) and Maxim Group LLC (“Maxim” and each, an “Agent” and together, the “Agents”) as set forth herein. This Agreement amends and restates the terms of the Sales Agreement, dated as of September 15, 2025 (the “Prior Agreement”), by and among the Company, Clear Street and Maxim.

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PERSONAL AND CONFIDENTIAL

Eva Boratto

Re: Sign-on Bonus Reimbursement Agreement

Dear Eva,

This Sign-on Bonus Reimbursement Agreement (“Agreement”) is between Cencora, Inc. (the “Company”) and Eva Boratto (“Executive”). As an inducement for Executive to join the Company in the role of Executive Vice President and Chief Financial Officer, the Company agrees to provide Executive with a sign-on bonus in order to encourage Executive’s employment with the Company, subject to the terms and conditions stated below.

Executive acknowledges that this Agreement supplements and does not supersede that certain Employment Agreement, entered into by and between the Company and Executive in connection with the commencement of Executive’s employment with the Company (the “Employment Agreement”), effective as of the “Effective Date” (as defined in the Employment Agreement and referred to as the “Start Date” herein); provided that this Agreement will only be effective once the Employment Agreement becomes effective on the Effective Date.

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AMENDED AND RESTATED TENAYA THERAPEUTICS, INC.

2021 EQUITY INCENTIVE PLAN

(as amended and restated)

Purposes of the Plan. The purposes of this Plan are:

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to attract and retain the best available personnel for positions of substantial responsibility,

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to provide additional incentive to Employees, Directors and Consultants, and

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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, Restricted Stock Units and Performance Awards.

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

2.1

“Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.

2.2

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Exhibit 10.1

PARENT STOCKHOLDER SUPPORT AGREEMENT

This Parent Stockholder Support Agreement (this “Agreement”) is made and entered into as of May 27, 2026, by and among HOST DIGITAL INFRASTRUCTURE LLC, a Delaware limited liability company (the “Company”), HEALTHY CHOICE WELLNESS CORP., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of Parent.

RECITALS

WHEREAS, concurrently with the execution and delivery hereof, Parent, Healthy Choice Wellness II Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company have entered into an Agreement and Plan of Merger (as such agreement may be amended or supplemented from time to time pursuant to the terms thereof, the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the merger as the surviving entity and a wholly owned subsidiary of Parent (the “Merger”);

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Exhibit 10.2

FORM OF LOCK-UP AGREEMENT

May 27, 2026

Healthy Choice Wellness Corp.

3800 North 28th Way

Hollywood, FL 33020

Attention: John Ollet

E-mail: jollet@hcwc.com

Ladies and Gentlemen:

The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Healthy Choice Wellness Corp., a Delaware corporation (“Parent”), has entered into an Agreement and Plan of Merger, dated as of May 27, 2026 (as the same may be amended from time to time in accordance with the provisions thereof, the “Merger Agreement”), with Healthy Choice Wellness II Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Host Digital Infrastructure LLC, a Delaware limited liability company (the “Company”), pursuant to which Merger Sub will merge with and into the Company and the Merger Sub will cease to exist and the Company will become a wholly owned subsidiary of Parent. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

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THIS PRE-paid purchase (AS DEFINED BELOW) IS ISSUED IN EXCHANGE FOR (WITHOUT ANY ADDITIONAL CONSIDERATION) THE FOLLOWING SECURITIES: (A) that certain SECURED CONVERTIBLE PROMISSORY NOTE DATED AUGUST 25, 2025 IN THE ORIGINAL PRINCIPAL AMOUNT OF $2,220,000.00; (B) THAT CERTAIN SECURED CONVERTIBLE PROMISOSRY NOTE DATED OCTOBER 30, 2025 IN THE ORIGINAL PRINCIPAL AMOUNT OF $560,000.00; AND (C) THAT CERTAIN SECURED CONVERTIBLE PROMISSORY NOTE DATED DECEMBER 19, 2025 IN THE ORIGINAL PRINCIPAL AMOUNT OF $560,000.00 (COLLECTIVELY, THE “NOTES”). FOR PURPOSES OF RULE 144 OF THE SECURITIES ACT OF 1933, AS AMENDED (the “1933 Act”), THIS PRE-PAID PURCHASE SHALL BE DEEMED TO HAVE BEEN ISSUED ON DECEMBER 19, 2025.

PRE-PAID PURCHASE #2

May 22, 2026	U.S. $3,471,923.00

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Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of May 26, 2026, between Momentus Inc., a Delaware corporation (the “Company”), and each of the purchasers identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below) and/or Rule 506 of Regulation D 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:

ARTICLE I. DEFINITIONS

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