Browse EX-10 agreements

DATAVAULT AI, INC. One Commerce Square, 24th Floor Philadelphia, PA 19103 BINDING LETTER OF INTENT April 29, 2026 CyberCatch Holdings, Inc. 4445 Eastgate Mall, Suite 200 San Diego, California 92121 Attention: Sai Huda, Chief Executive Officer Dear Mr. Huda: This binding letter of intent (the "LOI") is between Datavault AI, Inc ("Datavault"), a company incorporated and existing under the laws of state of Delaware, and CyberCatch Holdings, Inc., a company incorporated and existing under the laws of the Province of British Columbia ("CyberCatch" and together with Datavault, the "Parties"). The common shares of Datavault are listed on The Nasdaq Stock Market ("Nasdaq") and the common shares of CyberCatch are listed on the TSX Venture Exchange ("TSXV"). This letter of intent sets out the principal terms and conditions with respect to the proposed acquisition of CyberCatch by Datavault. 1. Description of the Transaction. The proposed transactions (collectively, the “Transaction”) will involve the parties entering into a definitive agreement (the “Agreement”) pursuant to which Datavault will, directly or indirectly, acquire from the shareholders of CyberCatch 100% of the issued and outstanding common shares of CyberCatch (being 26,766,269 common shares, the "CyberCatch Shares") by way of a plan of arrangement whereby the holders of CyberCatch Shares will receive the common shares in the capital of Datavault (the “Consideration Shares”). 2. It is contemplated that the Transaction will be completed by way of a three-cornered amalgamation structured as a court-approved plan of

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1 BINDING TERM SHEET DATAVAULT AI INC. – SCILEX HOLDING COMPANY Dated: April 26, 2026 This binding term sheet (this “Term Sheet”) sets forth the principal terms upon which Scilex Holding Company, a Delaware corporation (“Scilex”), proposes to make an upfront cash contribution to Datavault AI Inc., a Delaware corporation (“Datavault” and, together with Scilex, the “Parties” and each, a “Party”), in exchange for the right to receive certain payments tied to revenues generated by Datavault’s quantum-ready edge network, on the terms and subject to the conditions set forth below (the “Transaction”). Term Description Parties Datavault: Datavault AI Inc., a Delaware corporation. Scilex: Scilex Holding Company, a Delaware corporation. Transaction At the closing of the Transaction (the “Closing”), Scilex will make an upfront cash contribution to Datavault in the amount of $120,000,000 (the “Upfront Payment”), and, in consideration therefor, Datavault will pay to Scilex the Scilex Payments (as defined below) on the terms set forth herein. Use of Proceeds Datavault will use the Upfront Payment exclusively to fully fund the deployment of Datavault’s quantum-ready GPU infrastructure across an estimated 100 cities in the United States (the “Quantum-Ready Edge Network”), including purchase 48,000 H200 GPUs from Available Infrastructures (with 24,000 H200 GPUs in stock at Available’s warehouse and the additional 24,000 H200 GPUs to be purchased at pre-fixed price per GPU. Total 48,000 GPUs have a current market value at approximately $2.4 billion), build-out, equipment, related working

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Page 1 of 18 Datavault – Available Infrastructure Master Purchase Order Agreement Between: AP Global Holdings LLC (d/b/a Available Infrastructure) ("Supplier") and Datavault AI Inc. ("Customer") Effective Date: ____________________ 1. PURPOSE AND BACKGROUND This Master Purchase Order Agreement (“Agreement” or “Master PO”) is entered into by and between Supplier and Customer for the purpose of establishing the formal, binding terms under which Supplier shall provide SanQtum™ infrastructure and cybersecurity services to Customer on a services-based delivery model. Supplier shall deploy, operate, manage, and maintain the SanQtum™ solution across up to one thousand (1,000) Units (roughly 335 clusters) located in up to one hundred (100) cities, pursuant to Release Purchase Orders issued under this Agreement. This Agreement defines the commercial framework, service model, payment structure, legal obligations, and operational procedures governing the provision of the SanQtum™ service. All Release Purchase Orders issued pursuant to this Agreement shall be governed by the terms herein. 2. DEFINITIONS 2.1 "Agreement" or "Master PO" means this document and all Exhibits, attachments, amendments, and Release Purchase Orders executed pursuant to it. 2.2 “Unit” means a single SanQtum Solution provides a base level of compute, storage and connectivity along with a cyber SanQtum zerotrust environment. 2.3 "Cluster" means a deployment containing three (3) SanQtum Solution units. 2.4 "Site" means a physical location for a SanQtum Solution unit designated by Customer. 2.5

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NOTICE OF RESTRICTED STOCK GRANT UNDER THE

REVELATION BIOSCIENCES, INC. 2021 EQUITY INCENTIVE PLAN

Revelation Biosciences, Inc., a Delaware corporation (the “Company”), pursuant to the Revelation Biosciences, Inc. 2021 Equity Incentive Plan (as may be amended from time to time, the ”Plan”), hereby grants to the individual named below (the “Participant”) a Restricted Stock Award (as defined in the Plan) for that number of shares of Common Stock as set forth below (the “Restricted Stock Award”). The Restricted Stock Award is subject to all of the terms and conditions set forth in this Notice of Restricted Stock Grant (this “Grant Notice”), in the Restricted Stock Award Agreement attached hereto (the “Award Agreement”), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein will have the meaning set forth in the Plan. This Restricted Stock Award grant has been made as of the grant date indicated below, which shall be referred to as the ”Grant Date.”

Participant: ___________________________

Grant Date: ___________________________

Total Number of

Shares of Restricted Stock: _____________ shares of Common Stock, subject to adjustment as provided in the Plan.

Vesting Schedule: Except as otherwise provided in Section 3 of the Award Agreement, the Restricted Stock Award will vest, and the underlying shares of Common Stock will become nonforfeitable:

[in full on the ___ anniversary of the Grant Date];

OR

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CONSULTING AGREEMENT

This agreement (the “Agreement”) is entered into effective as of September 8, 2026 (the “Effective Date”), between Sera Prognostics Inc. (the “Company”), with a business address at 2749 East Parleys Way, Suite 200, Salt Lake City, UT 84109, and Austin Aerts (the “Consultant”). Company and Consultant may be referred to herein individually as a “Party” or collectively as “the Parties.”

WHEREAS, Consultant served as the Chief Financial Officer of the Company pursuant to that certain Amended and Restated Employment Agreement dated March 16, 2026 (the “Employment Agreement”);

WHEREAS, Consultant’s employment under such Employment Agreement is terminated as of the Effective Date; and

WHEREAS, the Parties further deem it in their mutual best interests to enter into a consulting arrangement for a limited period of time following the termination of Consultant’s employment.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and undertakings set out below, the Parties herby agree as follows:

1. Term. This Agreement will be effective as of the Effective Date and will continue in effect until twelve (12) months after the Effective Date (the “Term”). Either Party may terminate this Agreement at any time with or without cause upon thirty (30) days written notice to the other Party; provided, that the Company may terminate this Agreement immediately upon Consultant’s breach of this Agreement. The provisions of Sections 5, 6, 7, 8, 9, 10 and 11 shall survive any termination or expiration of this Agreement.

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SERA PROGNOSTICS, INC.

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is effective for all purposes as of August 14, 2026 (the “Effective Date”), by and between Sera Prognostics, Inc., a Delaware corporation (the “Company”), and Scott Gleason (the “Employee”).

WHEREAS, Employee and the Company desire to employ Employee on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Start Date. Employee’s employment with the Company under the terms and conditions of this Agreement will commence on September 8, 2026 (or such other mutually-agreed upon date between Employee and the Company with the actual first day of employment being the “Start Date”) and will continue at-will until terminated in accordance with Section 4. The period of time from the Start Date through the termination of Employee’s employment hereunder pursuant to the terms of this Agreement is hereafter referred to as the “Term.”

2. Employment and Duties.

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REVOLVING LINE OF CREDIT NOTE

$30,000,000.00		Des Moines, Iowa
		August 18, 2026

FOR VALUE RECEIVED, the undersigned FLEXSTEEL INDUSTRIES, INC. ("Borrower") promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") at its office at MAC: F0005-031, 801 Walnut Street, Floor 03, Des Moines, Iowa 50309 or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of Thirty Million Dollars ($30,000,000.00), or so much thereof as may be advanced and be outstanding pursuant to the terms of the Credit Agreement, as defined herein, with interest thereon, to be computed on each advance from the date of its disbursement as set forth herein.

DEFINITIONS:

As used herein, the following terms shall have the meanings set forth after each, and any other term defined in this Note shall have the meaning set forth at the place defined:

(a) “Benchmark Floor” means a rate of interest equal to zero percent (0%).

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SECURITY AGREEMENT: BUSINESS ASSETS

1. GRANT OF SECURITY INTEREST. For valuable consideration, the undersigned FLEXSTEEL INDUSTRIES, INC., or any of them ("Debtor"), hereby grants and transfers to WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") a security interest in all of the property of Debtor described as follows:

All rights to payment, accounts, deposit accounts, chattel paper (whether electronic or tangible), instruments, promissory notes, documents, licenses, general intangibles, payment intangibles, software, letter of credit rights and health-care insurance receivables now existing or at any time hereafter arising and whether they arise from the sale, lease or other disposition of inventory or from performance of contracts for service, manufacture, construction, repair or otherwise or from any other source whatsoever, including without limitation all security, guaranties, warranties, indemnity agreements, insurance policies, supporting obligations and other agreements pertaining to the same or the property described therein; and

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CREDIT AGREEMENT

THIS CREDIT AGREEMENT (this "Agreement") dated August 18, 2026, is by and between FLEXSTEEL INDUSTRIES, INC., a Minnesota corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").

RECITALS

Borrower has requested that Bank extend or continue credit to Borrower as described below, and Bank has agreed to provide such credit to Borrower on the terms and conditions contained herein.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Bank and Borrower hereby agree as follows:

ARTICLE I

CREDIT TERMS

SECTION 1.1. LINE OF CREDIT.

(a) Line of Credit. Subject to the terms and conditions of this Agreement, Bank hereby agrees to make advances to Borrower from time to time up to and including August 18, 2029, not to exceed at any time the aggregate principal amount of Thirty Million Dollars ($30,000,000.00) ("Line of Credit"), the proceeds of which shall be used to finance Borrower's working capital requirements, Permitted Acquisitions (as defined in Section 5.5), and general business purposes. Borrower's obligation to repay advances under the Line of Credit shall be evidenced by a promissory note dated August 18, 2026, as modified from time to time ("Line of Credit Note").

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AMENDMENT NO. 4

TO

SENIOR SECURED CONVERTIBLE NOTE

** **

This AMENDMENT NO. 4 (this “Amendment”) to that certain Senior Secured Convertible Note issued by SurgePays, Inc., a Nevada corporation (the “Company”) to Funicular Funds, LP, a Delaware limited partnership (the “Holder”), is entered into by and between the Company and Funicular, effective as June 30, 2026.

RECITALS:

WHEREAS, the Company issued to the Holder that certain Senior Secured Convertible Note with an original issuance date of May 12, 2025, and in the original principal amount of $6,999,999 (and subsequently increased by $1,000,000 in principal) (such note as subsequently amended the “Note”).

WHEREAS, as of June 30, 2026, $7,999,999 in principal and $1,242,916 in interest is owed under the Note.

WHEREAS, the Company and the Holder desire to amend the Note on the terms set forth herein.

WHEREAS, capitalized terms used in this Amendment but not otherwise defined herein shall have the meanings ascribed to such terms in the Note.

AGREEMENT:

NOW, THEREFORE, for good and valuable consideration, the recitals set forth above, and the covenants set forth herein, the parties agree that the Note is hereby amended as follows:

	1.	Amendments to the Note.

a. Section 1(b) of the Note is hereby amended and restated in its entirety as follows:

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AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT

This Amendment No. 4 (the “Amendment”) to the Employment Agreement is made and entered into as of the last date that appears below the Parties’ signature lines on the last page of this Amendment (the “Effective Date”), by and between Kevin Brian Cox, an individual, (the “Executive”) and SurgePays, Inc. (the “Company”) (each individually, a “Party,” collectively, the “Parties”).

WHEREAS, the Parties entered into that certain Employment Agreement, dated December 22, 2023, as amended from time to time (collectively, the “Employment Agreement”);

WHEREAS, all capitalized terms used in this Amendment that are not defined in this Amendment shall have the same meaning as in the Employment Agreement, and all section references are to sections to the Employment Agreement;

WHEREAS, pursuant to the Employment Agreement and subject to certain terms and conditions, the Company is obligated to pay a cash bonus to executive for 2025 in the amount of $870,000.00 (the “Bonus”);

WHEREAS, the Parties wish to postpone the payment of the Bonus until October 1, 2026; and

WHEREAS, the Executive desires to be employed by the Company on the terms and conditions in the Employment Agreement as amended by this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, and good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree that the Employment Agreement is hereby amended as follows:

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of August 19, 2026, among Dror Ortho-Design, Inc., a Delaware corporation (the “Company”), and each investor listed on the signature pages hereto (including its successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).

** **

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 Rule 506 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

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Debentures (as defined herein), and (b) the following terms have the meanings set forth in this Section 1.1:

“Acquiring Person” shall have the meaning ascribed to such term in Section 4.7.

“Action” shall have the meaning ascribed to such term in Section 3.1(j).

“Additional Warrants” shall have the meaning ascribed to such term in Section 4.22.

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