Browse EX-10 agreements

MATINAS BIOPHARMA HOLDINGS, INC.

July 10, 2026

Holder of Warrants Issued in February 2025 and April 2025

Re:	Inducement Offer to Exercise Warrants Holder of Warrants Issued in February 2025 and April 2025

Dear Holder:

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FORM OF VOTING AGREEMENT

This Voting Agreement (this “Agreement”) is made as of July 10, 2026 by and among (i) GH Power Inc., a corporation organized under the laws of Ontario (the “GH Power”), (ii) Matinas BioPharma Holdings, Inc., a Delaware corporation (“Matinas”), and (iii) the undersigned shareholder (“Holder”) of GH Power. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the BCA.

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FORM OF VOTING AGREEMENT

This Voting Agreement (this “Agreement”) is made as of July 10, 2026 by and among (i) GH Power Inc., a corporation organized under the laws of Ontario (the “GH Power”), (ii) Matinas BioPharma Holdings, Inc., a Delaware corporation (“Matinas”), and (iii) the undersigned stockholder (“Holder”) of Matinas. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the BCA.

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CHAR1\1915691v2 15233915v5 FOURTH AMENDED AND RESTATED SECURITY AGREEMENT THIS FOURTH AMENDED AND RESTATED SECURITY AGREEMENT (the “Security Agreement”) dated as of July 10, 2026 among MALIBU BOATS, LLC, a Delaware limited liability company (the “Borrower”), the other Debtors listed on the signature pages hereto (collectively, the “Debtors”), and TRUIST BANK, a Georgia state banking corporation, in its capacity as Administrative Agent for the holders of the Obligations (“Secured Party”). W I T N E S S E T H WHEREAS, the Debtors, the Lenders party thereto and the Secured Party are party to that certain Third Amended and Restated Credit Agreement dated as of July 8, 2022 (the “Existing Credit Agreement”), WHEREAS, the Debtors and the Secured Party are party to that certain Third Amended and Restated Security Agreement dated as of July 8, 2022 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Security Agreement”); WHEREAS, the Debtors, the Secured Party and the Lenders party thereto have agreed to amend and restate the Existing Credi

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CUSIP Numbers: 56117EAQ4 Revolver: 56117EAP6 Term Loan A: 56117EAQ4 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 10, 2026 among MALIBU BOATS, LLC, as the Borrower MALIBU BOATS HOLDINGS, LLC, as the Parent and a Guarantor THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the other Guarantors THE LENDERS FROM TIME TO TIME PARTY HERETO, BANK OF AMERICA, N.A., WELLS FARGO BANK, NATIONAL ASSOCIATION, FIFTH THIRD BANK, NATIONAL ASSOCIATION and PNC BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents and TRUIST BANK, as Administrative Agent, Swingline Lender and Issuing Bank ==================================================================== TRUIST SECURITIES, INC. and JPMORGAN CHASE BANK, N.A., as Joint Lead Arrangers and Joint Bookrunners

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Exhibit 10.1

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of July 9, 2026 and effective as of July 7, 2026 (the “Second Amendment Effective Date”), is made and entered into by and between PLUG POWER INC., a Delaware corporation (“Plug Power”) and PLUG PROJECT HOLDING CO., LLC, a Delaware limited liability company (“Holding Company” and together with Plug Power, individually and collectively, as applicable, the “Seller”), and STREAM US DATA CENTERS, LLC, a Texas limited liability company (the “Purchaser”). Seller and Purchaser are each a “Party” and collectively, the “Parties”.

RECITALS

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CERTAIN INFORMATION IDENTIFIED BY “[***]” HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

**THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS **(“Agreement”) is made and entered into as of July 7, 2026 (the “Effective Date”), by and between PLUG POWER INC., a Delaware corporation (“Plug Power”) and PLUG PROJECT HOLDING CO., LLC, a Delaware limited liability company (“Holding Company” and together with Plug Power, individually and collectively, as applicable, the “Seller”), and STREAM U.S. DATA CENTERS, LLC, a Texas limited liability company (the “Purchaser”). Seller and Purchaser may be referred to individually as a “Party” and may be collectively referred to as the “Parties.”

RECITALS

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REGISTRATION RIGHTS AGREEMENT

ThisREGISTRATION RIGHTS AGREEMENT(this “Agreement”), dated as of July [●], 2026, is by and among Nuburu, Inc., a Delaware corporation (the “Company”), and the undersigned buyer (the “Buyer”).

RECITALS

A. In connection with the Securities Purchase Agreement by and between the parties hereto, dated as of July [●], 2026 (the “Securities Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell to the Buyer Preferred Shares, which will be convertible to purchase the Conversion Shares in accordance with the terms of the Certificate of Designations. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement.

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Execution Copy

Exhibit 10.46

Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted.

Head of Terms

This head of terms (the “HoT”) sets forth the main terms and conditions of an envisaged transaction (the “Transaction”) consisting in the investment by Nuburu Inc., a U.S. company incorporated under the Laws of Delaware, whose shares are listed on the New York Stock Exchange (“Nuburu” or the “Investor”), either directly or indirectly, in SunCubes S.r.l. (“SunCubes” or the “Company”) with the aim to, subject to certain conditions (including clearance Golden Power), (i) implement a structured industrial, commercial and technological cooperation between Nuburu and SunCubes; and (ii) acquire a minority stake in the Company pursuant to the terms and conditions set forth below (the “Transaction”).

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of July [●], 2026, between Nuburu, 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, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, the number of Securities (as defined below) as more fully described in this Agreement.

WHEREAS, the Company intends to authorize a new series of preferred stock of the Company designated as Series B Preferred Stock, par value $0.0001 per share (together with any convertible preferred stock issued in replacement thereof in accordance with the terms thereof) (the “Series B Preferred Stock”) the terms of which are set forth in the Certificate of Designations (as defined below) in substantially the form attached hereto as Exhibit A.

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ON DEMAND FACILITY AGREEMENT

BETWEEN

(1) NUBURU INC.

AND

(2) SUPPLY@ME CAPITAL PLC

DATED 18 MARCH 2025 AND AS AMENDED BY

A FIRST DEED OF AMENDMENT DATED 10 JUNE 2025,

A SECOND DEED OF AMENDMENT DATED 29 AUGUST 2025,

A THIRD DEED OF AMENDMENT DATED 31 DECEMBER 2025 AND

A FOURTH DEED OF AMENDMENT DATED 12 JUNE 2026

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THIS AGREEMENT is made the 18 day of March 2025

BETWEEN:

(1) NUBURU INC.a Delaware corporation, with its principal place of business at 7442 S Tucson Way, Suite 130 Centennial, CO 80112, United States of America (the "Lender");

(2) SUPPLY@ME CAPITAL PLCincorporated and registered in England and Wales with company number 03936915 whose registered office is at 27/28 Eastcastle Street, London, United Kingdom, W1W 8DH (the "Borrower").

It is hereby agreed

1. DEFINITIONS

1.1. The following definitions apply in this Agreement:

“Adjustment Event": any or all of the following, at any time, or by reference to any record date, while any part of the Loan remains outstanding:

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EXCHANGE AGREEMENT

This EXCHANGE AGREEMENT (the “Agreement”), dated as of May 11, 2026 (the “Execution Date”), is between Nuburu, Inc., a Delaware corporation (the “Company”), and the investors listed on the Buyer Schedules attached hereto (each a “Buyer” and, collectively, the “Buyers”).

RECITALS

A. In reliance on the exemption from securities registration afforded by Section 3(a)(9) of the Securities Act of 1933 as amended (the “1933 Act”), the Buyers wish to exchange in several tranches a total of 446,946 shares of Series A Preferred Stock, par value $0.0001, held by Buyers (“Existing Securities”) for a purchase price of $10.00 per share, which were originally issued by the Company more than two years ago, for pre-funded warrants in the form attached hereto as Exhibit A(each a “PFW”) convertible into shares of Common Stock in the aggregate amounts as set forth on the Buyer Schedules and in this Agreement (the “Underlying Shares”).

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