Browse EX-10 agreements

Restricted Stock Units

Award Agreement (17-Month Vest)

Effective as of **_______, 20___ **(“Grant Date”), contingent on your continued employment as of that date, the Company hereby grants to **[PARTICIPANT NAME] certain rights to receive [# of RSUs] **Restricted Stock Units (the “RSUs”) on the terms of this Award Agreement (the “Terms”), the attached Program, and the 2025 Sypris Omnibus Plan (“Plan”) as follows:

Vesting Dates	**# of RSUs Vesting **
[17 months of the grant date]	[100% of the RSUs]

Intending to be legally bound by all such Terms, the Program and the Plan (as amended from time to time), I acknowledge the sole authority of the Committee to interpret the terms of the foregoing and the forfeiture of my rights upon any termination of my employment under such Terms. I have received and had an opportunity to review, with the benefit of any legal counsel of my choosing (any such legal counsel to be retained at my own expense), the Plan, the Program and this Award Agreement.

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PLACEMENT AGENCY AGREEMENT

August 16, 2026

Scot Cohen

Chief Executive Officer

Wrap Technologies, Inc.

3350 Virginia Street, Suite 200

Miami, Florida 33133

Dear Mr. Cohen:

This agreement (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Wrap Technologies, Inc., a Delaware corporation (the “Company”), pursuant to which Maxim shall serve as the exclusive placement agent for the Company, on a “commercially reasonable efforts” basis, in connection with the proposed placement (the “Placement”) of registered shares (the “Shares”) of the Company’s common stock, par value $0.0001 (the “Common Stock”) and registered pre-funded warrants (“Pre-Funded Warrants”, together with the Common Stock the “Securities”). The terms of the Placement and Securities shall be mutually agreed upon by the Company, Maxim and the purchasers of the Securities (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Maxim would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Placement, including the Purchase Agreement, shall be collectively referred to herein as the “Transaction Documents.” The date of the closing of the Placement shall be referred to herein as a “Closing Date.” The Company expressly acknowledges and agrees that Maxim’s obligations hereunder are on a

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SECURITIES PURCHASE AGREEMENT

** **

This Securities Purchase Agreement (this “Agreement”) is dated as of August 16, 2026, between Wrap Technologies, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), 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, for all purposes of this Agreement, 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 4.5.

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

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***GUARANTY AND SECURITY AGREEMENT ***

THIS GUARANTY AND SECURITY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”), dated as of August 12, 2026, is made by and among UNIVERSAL TECHNICAL INSTITUTE, INC., a Delaware corporation (the “Borrower”), and the other entities executing this Security Agreement as a Grantor (collectively with Borrower, the “Grantors”, and each, hereinafter, a “Grantor”), in favor of FIFTH THIRD BANK, NATIONAL ASSOCIATION, as agent (in such capacity, “Agent”) for the lenders (“Lenders”) from time to time party to the Credit Agreement (as defined below).

*RECITALS *

A. Pursuant to that certain Credit Agreement of even date herewith by and among Borrower, any other Loan Parties from time to time party thereto, Agent and Lenders (including all annexes, exhibits and schedules thereto, as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), Lenders have agreed to extend certain financial accommodations to or for the direct or indirect benefit of Grantors.

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CREDIT AGREEMENT

DATED AS OF AUGUST 12, 2026

among

UNIVERSAL TECHNICAL INSTITUTE, INC.,

as Borrower,

THE OTHER LOAN PARTIES SIGNATORY HERETO,

as Loan Parties,

FIFTH THIRD BANK, NATIONAL ASSOCIATION,

as Agent, L/C Issuer and Swing Line Lender,

and

THE LENDERS

FROM TIME TO TIME PARTY HERETO,

FIFTH THIRD BANK, NATIONAL ASSOCIATION

as Joint Lead Arranger and Sole Bookrunner

JPMORGAN CHASE BANK, N.A. as Joint Lead Arranger; and

TRUIST SECURITIES, INC., as Joint Lead Arranger

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TABLE OF CONTENTS

| | | | | | | | | ---------------------------------- | - | --------------------------------------------------- | : | :--: | -: | - | | | | | | | | | | | | | | Page | | | | | | | | | | | | 1.  DEFINITIONS | | | | | 1 | | | | | | | | | | | 1.1 | | Certain Defined Terms | | | 1 | | | | | | | | | |

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EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT (the “Agreement”) is entered into as of August 14, 2026 (the “Effective Date”), by and between Evo Fund (“Evo” or “Holder”), and Super League Enterprise Inc., a Delaware corporation (“SLE” or the “Company”), and collectively with Evo, the “Parties,” and each, sometimes, a “Party”), on the other hand.

RECITALS

WHEREAS, on October 22, 2025, Evo invested the sum of ten million dollars ($10,000,000.00) (the “Investment”) in the twenty million dollar ($20,000,000.00) pipe offering (the “PIPE”) of SLE;

WHEREAS, in conjunction with the Investment in the PIPE, the Company issued the following securities to Evo: (i) a pre-funded warrant to purchase ten million (10,000,000) shares of common stock, at an exercise price of $0.00001 per share (the “Original PFW”) which included a limitation on Evo’s ability to exercise the Original PFW if such exercise would result in Evo owning shares of common stock in excess of 4.99% of the number of shares of common stock of SLE outstanding immediately after giving effect to such exercise; and (ii) a common stock purchase warrant to purchase ten million (10,000,000) shares of common stock at an exercise price of $1.00 (the “Investor Warrant”);

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EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT (the “Agreement”) is entered into as of August 12, 2026 (the “Effective Date”), by and between Esports Now, LLC, a Delaware limited liability company (“Misfits” or “Holder”), on the one hand, and Super League Enterprise Inc., a Delaware corporation (“SLE” or the “Company”), and collectively with Misfits, the “Parties,” and each, sometimes, a “Party”), on the other hand.

RECITALS

WHEREAS, on March 16, 2026, the Parties executed that certain Asset Purchase Agreement (the “Asset Purchase Agreement”) providing for the purchase by SLE of certain assets, strictly constituting the Misfits ads business, and liabilities of Misfits (the “Misfit Assets”) (the “Transaction”);

WHEREAS, on March 20, 2026, the Company filed a preliminary proxy statement (the “Preliminary Proxy Statement”) with the Securities and Exchange Commission (“SEC”), followed by the filing of the definitive Misfits Proxy Statement with the SEC on April 2, 2026 (the “Misfits Proxy Statement”);

WHEREAS, the Misfits Proxy Statement solicited the approval of the issuance of an aggregate of 1,161,813 shares of common stock (the “*Common *Stock”) to be issued as consideration in connection with the Transaction (the “Issuance Proposal”) by the affirmative vote of a majority of the voting power of the Company’s shares present at a special meeting of the Company’s stockholders (the “Special Meeting”);

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SUBSCRIPTION

AGREEMENT

BY AND BETWEEN

SUPER LEAGUE ENTERPRISE, INC.

AND

EVO FUND

Dated as of August 18, 2026

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TABLE OF CONTENTS

Article I

DEFINITIONS

Section 1.1	Definitions	5

Article II

ISSUANCE

Section 2.1	Closing	12
Section 2.2	[Reserved]	12
Section 2.3	Adjustments	12
Section 2.4	Name and Ticker Symbol	12
Section 2.5	Deliverables	12
Section 2.6	Closing Conditions	13

Article III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 3.1	Organization and Qualification	14
Section 3.2	Authorization; Enforcement	15
Section 3.3	No Conflicts	15
Section 3.4	Filings, Consents and Approvals	15
Section 3.5	Issuance of the Securities	16
Section 3.6	Capitalization	16
Section 3.7	SEC Reports; Financial Statements	16
Section 3.8	Absence of Certain Changes or Events	17
Section 3.9	Proxy Statement	17

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SUBSCRIPTION

AGREEMENT

BY AND BETWEEN

SUPER LEAGUE ENTERPRISE, INC.

AND

METAPLANET HOLDINGS, INC.

Dated as of August 18**, 2026**

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TABLE OF CONTENTS

Article I

DEFINITIONS

Section 1.1	Definitions	5

Article II

SALE AND PURCHASE

Section 2.1	Closing	15
Section 2.2	Subscription Period	16
Section 2.3	Adjustments	16
Section 2.4	Name and Ticker Symbol	16
Section 2.5	Deliverables	17
Section 2.6	Closing Conditions	18

Article III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 3.1	Organization and Qualification	21
Section 3.2	Authorization; Enforcement	22
Section 3.3	No Conflicts	22
Section 3.4	Filings, Consents and Approvals	22
Section 3.5	Issuance of the Securities	23
Section 3.6	Capitalization	23
Section 3.7	SEC Reports; Financial Statements	24
Section 3.8	Absence of Certain Changes or Events	24

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LOAN AGREEMENT

This Loan Agreement (“Agreement”) is entered into as of March 26, 2026, by and between:

Lender: Jorge Alberto Oviedo Mora, an individual residing at Coopemangle Los Delfines Casa 94, Puerto Cortes de Osa, Puntarenas, 60504, Costa Rica (“Lender”),

and

Borrower: Jaovi Inc., a Wyoming corporation, with its principal executive office located at Coopemangle Los Delfines Casa 94, Puerto Cortes de Osa, Puntarenas, 60504, Costa Rica (“Borrower”).

The Lender and Borrower may collectively be referred to herein as the “Parties.”

I.  Purpose of The Loan

The Lender agrees to provide loans to the Borrower from time to time for the purpose of supporting the Borrower’s business operations, software development activities, working capital needs, public company reporting expenses, and implementation of the business plan described in the Borrower’s Form S-1 Registration Statement filed or to be filed with the United States Securities and Exchange Commission.

II.    Loan Amount

There shall be no predetermined maximum loan amount under this Agreement. Loan advances may be made by the Lender to the Borrower as needed and as mutually agreed by the Parties.

Each loan advance may be evidenced by bank records, accounting records, written acknowledgment, or other documentation maintained by the Parties.

III.  Interest

The loan provided under this Agreement shall be non-interest-bearing. The Borrower shall repay only the principal amounts advanced by the Lender without interest, penalties, or additional charges.

IV.  Repayment

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REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August [_], 2026, is by and among TruGolf Holdings, Inc. (f/k/a Deep Medicine Acquisition Corp.), a Nevada corporation with offices located at 60 North 1400 West, Centerville, UT 84014 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

RECITALS

A. In connection with those certain Second, Amendment, Waiver and Exchange Agreements by and among the parties hereto, dated as of August 17, 2026 (the “Exchange Agreements”), the Company has agreed, among other things, to issue to each Buyer the New Preferred Warrants (as defined in the Exchange Agreements), which will be exercisable into New Warrant Preferred Shares (as defined in the Exchange Agreements), which in turn will be convertible into New Warrant Preferred Conversion Shares (as defined in the Exchange Agreements) in accordance with the terms of the New Certificate of Designation (as defined in the Exchange Agreements).

B. To induce the Buyers to consummate the transactions contemplated by the Exchange Agreements, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “1933 Act”), and applicable state securities laws.

AGREEMENT

** **

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SECOND AMENDMENT, WAIVER AND EXCHANGE AGREEMENT

This Second Amendment, Waiver and Exchange Agreement (the “Agreement”) is entered into as of August 17, 2026, by and among TruGolf Holdings, Inc. (f/k/a Deep Medicine Acquisition Corp.), a Nevada corporation with offices located at 60 North 1400 West, Centerville, Utah 84014 (the “Company”) and the investor signatory hereto (the “Holder”), with reference to the following facts:

A. Prior to the date hereof, (a) the Company and the Holder and/or certain other investors (the “Other Holders”, and together with the Holder, the “Holders”) entered into that certain Securities Purchase Agreement, dated February 2, 2024 (as may be amended, modified, restated, restructured or supplemented from time to time, each a “Securities Purchase Agreement”), pursuant to which the Holder purchased, among other things, certain senior convertible notes (as amended, modified or waived prior to the date hereof, the “Notes”) and certain warrants to purchase shares of Common Stock (as defined in the Securities Purchase Agreement) (the “Warrants”, together with the Notes, the “Original Securities”), and (b) the Company and each Holder entered into that certain Amendment and Exchange Agreement, dated as of April 22, 2025 (each, as may be amended, modified, or waived, from time to time, a “Series A Exchange Agreement”, and collectively, the “Series A Exchange Agreements”), pursuant to which, among other things, the Holder acquired in exchange for the Original Securities, (i) certain shares (the “**Series A

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