Browse EX-10 agreements

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

SECURITIES PURCHASE AGREEMENT

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This Securities Purchase Agreement (this “Agreement”) is dated as of January 13, 2022, between FireFly Automatix, Inc., a Delaware corporation d/b/a FireFly Equipment (the “Company”), and FF Opportunities 3 LLC (including its successors and assigns, “Purchaser”).

WHEREAS, the Purchaser and the Company entered into the Securities Purchase Agreement, dated July 17, 2019, and the Transaction Documents, as defined therein (the “2019 Transaction Documents”);

WHEREAS, the Purchaser and the Company entered into the Securities Purchase Agreement, dated April 22, 2020, and the Transaction Documents, as defined therein (the “April 2020 Transaction Documents”); and

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SUBORDINATION AGREEMENT

July 25, 2024

FF Opportunities 4 LLC

17 State Street #2100

New York, NY 10004

Ladies and Gentlemen:

The undersigned lenders and/or warrant holders (each a “Creditor”, and collectively referred to as “Creditors”) are creditors of FireFly Automatix, Inc., a Delaware corporation (the “Company” or the “Borrower”)) and/or all direct and indirect subsidiaries (each, a “Borrower” and collectively referred to herein as “Borrowers”) and desire that FF Opportunities 4 LLC (the “Senior Lender”) extend and continue to extend such financial accommodations to the Borrowers as Borrowers may request and as the Senior Lender may deem proper, and continue to extend such financial accommodations to the Borrowers. Defined terms not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement dated July 25, 2024 between the Company and the Senior Lender (the “Purchase Agreement”). For the purpose of inducing Senior Lender to extend additional credit to the Borrowers and, at any time or from time to time, at Senior

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FireFly Automatix, Inc.

2016 Stock Plan

Adopted on February 10, 2016

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TABLE OF CONTENTS

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SECTION 1.	Establishment And Purpose	1
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SECTION 2.	Administration	1
(a) Committees of the Board of Directors		1

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SECURITY AGREEMENT

This SECURITY AGREEMENT, dated as of February 23, 2026 (this “Agreement”), is among FireFly Automatix, Inc., a Delaware corporation (the “Company”), all of the subsidiaries of the Company from time to time party hereto by execution of an Additional Debtor Joinder (as defined below) (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 15% Senior Secured Convertible Debenture in the original aggregate principal amount of $2.0 million (the “Debenture”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).

W I T N E S S E T H:

WHEREAS, pursuant to the Purchase Agreement (as defined in the Debenture), the Secured Parties have severally agreed to extend the loans to the Company evidenced by the Debenture; and

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

FIRST AMENDMENT TO LEASE

This FIRST AMENDMENT TO LEASE (this “First Amendment”) is made and entered into as of January 5, 2024, by and between CLPF- CROSSROADS 1, L.P., a Delaware limited partnership (“Landlord”), and FIREFLY AUTOMATIX, INC., a Delaware corporation (“Tenant”).

RECITALS

A. Landlord and Tenant are parties to that certain Lease Agreement dated as of October 1, 2018 (the “Original Lease”).

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Lock-Up Agreement

[●], 2026

To: Firefly Robotics, Inc.

1130 South 3800 West, Suite 100

Salt Lake City, Utah 84104

Ladies and Gentlemen:

In connection with the direct listing (the “Listing” and the date of such listing, the “Listing Date”) of Firefly Robotics, Inc., a Delaware corporation (the “Company”) that is intended to result in the establishment of a public market for the Company’s shares of common stock, par value $0.001 per share held by the undersigned (the “Shares”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Shares or securities convertible into or exchangeable or exercisable for or that represent the right to receive any Shares (including, without limitation, Shares which

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OMNIBUS WAIVER AND CONSENT AGREEMENT

This Omnibus Waiver and Consent Agreement (this “Agreement”), is made and entered into effective as of February 23, 2026, by and between FireFly Automatix, Inc., a Delaware corporation (the “Company”) and FF Opportunities 2 LLC (“FF2”), FF Opportunities 3 LLC (“FF3”) and FF Opportunities 4 LLC (“FF4” together with FF2 and FF3, each a “Holder” and together, the “Holders”).

WHEREAS, the Company and FF2 are parties to that certain Securities Purchase Agreement, dated as of July 17, 2019 (the “2019 Purchase Agreement”) pursuant to which the Company issued to FF2 an 11% Senior Secured Convertible Debenture dated as of July 17, 2019 (the “2019 Debenture”) and Common Stock Purchase Warrant dated as of July 17, 2019 (the “2019 Warrant”);

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

SECURITIES PURCHASE AGREEMENT

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This Securities Purchase Agreement (this “Agreement”) is dated as of July 25, 2024, between FireFly Automatix, Inc., a Delaware corporation (the “Company”), and FF Opportunities 4 LLC (including its successors and assigns, “Purchaser”).

WHEREAS, an Affiliate of Purchaser and the Company entered into the Securities Purchase Agreement, dated July 17, 2019, and the Transaction Documents, as defined therein (the “2019 Transaction Documents”);

WHEREAS, an Affiliate of Purchaser and the Company entered into the Securities Purchase Agreement, dated April 22, 2020, and the Transaction Documents, as defined therein (the “April 2020 Transaction Documents”);

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Exhibit 10.19

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

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NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Original Issue Date: January 19, 2023

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

LEASE AGREEMENT

BETWEEN

CLPF – CROSSROADS 1, L.P.,

a Delaware limited partnership

AS LANDLORD

AND

FIREFLY AUTOMATIX, INC.,

a Delaware corporation

AS TENANT

Crossroads Corporate Center – Building l

Salt Lake City, Utah

LEASE AGREEMENT

(Utah Net Lease)

THIS LEASE AGREEMENT (“Lease”) is dated as of October 1, 2018 (the “Effective Date”), between CLPF – CROSSROADS 1, LP., a Delaware limited partnership (“Landlord”) and FIREFLY AUTOMATIX, INC., a Delaware corporation (“Tenant”).

BASIC LEASE PROVISIONS

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AMENDED AND RESTATED SECURITY AGREEMENT

This AMENDED AND RESTATED SECURITY AGREEMENT, dated as of July 25, 2024 (this “Agreement”), is among FireFly Automatix, Inc., a Delaware corporation (the “Company”), all of the subsidiaries of the Company from time to time party hereto by execution of an Additional Debtor Joinder (as defined below) (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of (i) the Company’s 15% Senior Secured Convertible Debentures due 18 months following their issuance on January 19, 2023, in the original aggregate principal amount of $2.0 million and (ii) the Company’s 15% Senior Secured Convertible Debentures due 12 months following their issuance, in the original aggregate principal amount of up to $2.0 million, of which $1.0 million was issued on July 25, 2024 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).

W I T N E S S E T H:

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Exhibit 10.3

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FIRST AMENDMENT

TO

FIREFLY AUTOMATIX, INC. 2016 STOCK PLAN

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This First Amendment to FireFly Automatix, Inc. 2016 Stock Plan (this “Amendment”) is adopted by the Board of Directors (the “Board”) of FireFly Automatix, Inc., a Delaware corporation (“Company”).

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WHEREAS, the Board and stockholders of the Company (the “Stockholders”) previously adopted the Company’s 2016 Stock Plan dated effective as of February 10, 2016 (the “Plan”), a copy of which is attached hereto as Exhibit A;

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WHEREAS, Section 11(b) of the Plan provides that the Plan may be amended by the Board subject to approval by the Stockholders if the amendment increases the number of shares of common stock of the Company available for issuance under the Plan; and

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WHEREAS, in accordance with Section 11(b) of the Plan, the Board now desires to amend the Plan to increase the number of shares of common stock of the Company subject to the Plan from 5,000,000 to 7,235,215.

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