Browse EX-10 agreements

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

CONVERTIBLE PROMISSORY NOTE

Principal Amount: Up to $1,500,000	Dated as of June 30, 2026

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THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

CONVERTIBLE PROMISSORY NOTE

Principal Amount: Up to $1,500,000	Dated as of June 30, 2026

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THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

CONVERTIBLE PROMISSORY NOTE

Principal Amount: Up to $3,000,000	Dated as of June 30, 2026

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MUTUAL NOTE TERMINATION AGREEMENT

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June 30, 2026

This Mutual Note Termination Agreement (this “Agreement”) is entered into as of June 30, 2026, by and between Valuence Merger Corp. I (the “Maker”) and VMCA Sponsor, LLC (the “Payee”). The Maker and Payee are each referred to herein as a “Party” and together as the “Parties.”

WHEREAS, the Maker previously issued a certain Convertible Promissory Note to the Payee, dated as of February 27, 2026, in the principal amount of up to $1,500,000 (“Undrawn Note”);

WHEREAS, no amounts have ever been drawn down, and no principal or other amount is currently outstanding, under the Undrawn Note; and

WHEREAS, in connection with the Maker’s restructuring of its outstanding related-party advances and notes, the Maker and the Payee desire to terminate the Undrawn Note in their entirety, effective as of the date hereof;

NOW, THEREFORE, the Parties agree as follows:

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OMNIBUS NOTE EXCHANGE AND DEBT CONVERSION AGREEMENT

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June 30, 2026

This Omnibus Note Exchange and Debt Conversion Agreement (this “Agreement”) is entered into as of June 30, 2026, by and among Valuence Merger Corp. I (the “Company” or “Maker”), VMCA Sponsor, LLC (the “Sponsor” or “Original Payee”), CPC Sponsor Opportunities I, LP (“CPC I”), CPC Sponsor Opportunities I (Parallel), LP (“CPC I Parallel”), and NovoCG, LLC (“NovoCG”). The Company, Sponsor, CPC I, CPC I Parallel, and NovoCG are each referred to herein as a “Party” and together as the “Parties.”

WHEREAS, the Company previously issued a certain Convertible Promissory Note to the Original Payee, dated as of June 4, 2024, in the principal amount of up to $300,000 (the “Old Note”);

WHEREAS, the Company drew down the full $300,000 principal amount under the Old Note on June 4, 2024, which was funded by CPC I ($81,750), CPC I Parallel ($68,250), and NovoCG ($150,000), respectively, the entire balance of which remains outstanding as of the date hereof;

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MASTER SECURITY AGREEMENT

This Master Security Agreement, dated as of June 30, 2026 (as the same may from time to time be amended, restated, modified or supplemented, this “MSA”), is entered into by and between LIFEWAY FOODS, INC., an Illinois corporation (“Customer”; whose address for purposes of notices hereunder is set forth on Annex A attached hereto and made a part hereof), and CIBC BANK USA, an Illinois state chartered bank, having an address for purposes of notices hereunder at 120 S LaSalle St., Chicago, IL 60603, Attention: Equipment Finance (together with its successors and permitted assigns, "Lender"). If more than one person or entity executes this MSA or any Schedule (as defined below), the liability of all such persons and entities with respect to the Obligations (as defined below) incurred in connection therewith shall be joint and several.

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Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 30, 2026, is by and between DevvStream Corp., an Alberta corporation (“DEVS”), EEME Energy SPV I LLC, a Wyoming limited liability company (“EEME”), and Southern Energy Renewables Inc., a Louisiana corporation (“Southern”).

RECITALS

WHEREAS, the parties hereto are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act;

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AT THE MARKET OFFERING AGREEMENT

July 6, 2026

H.C. Wainwright & Co., LLC
430 Park Avenue

New York, New York 10022

Ladies and Gentlemen:

FST Corp., an exempt company incorporated under the laws of the Cayman Islands (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:

1. Definitions. The terms that follow, when used in this Agreement and any Terms Agreement, shall have the meanings indicated.

“Accountants” shall have the meaning ascribed to such term in Section 4(m).

“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Action” shall have the meaning ascribed to such term in Section 3(p).

“Affiliate” shall have the meaning ascribed to such term in Section 3(o).

“Applicable Time” shall mean, with respect to any Shares, the time of sale of such Shares pursuant to this Agreement or any relevant Terms Agreement.

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SECURITIES PURCHASE AGREEMENT

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This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2026, between Wellchange Holdings Company Limited, an exempted company incorporated under the laws of the Cayman Islands (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

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DEFINITIONS

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June 30, 2026

Leonite Fund I, LP
600 East Crescent Avenue, Suite 104
Upper Saddle River, New Jersey 07458
Attention: Avi Geller

Ladies and Gentlemen:

OS Therapies Incorporated, a Delaware corporation (the “Company”), certain wholly owned subsidiaries of the Company and Leonite Fund I, LP, a Delaware limited partnership (the “Investor”), are parties to that certain Securities Purchase Agreement, dated as of June 30, 2026 (the “Purchase Agreement”), pursuant to which the Company agreed to, among other things, issue to the Investor (i) a senior secured convertible promissory note in the principal amount of up to $10,000,000 (the “Note”), to be funded in one or more tranches, and (ii) a warrant to purchase up to 1,750,000 shares of the Company’s common stock (the “Warrant” and, collectively with the Note, the Purchase Agreement and the other agreements, instruments and documents delivered in connection therewith, the “Transaction Documents”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Note, the Warrant or the Purcha

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*** Execution Version***

MASTER PURCHASE AGREEMENT

Dated as of June 30, 2026

This Master Purchase Agreement (the “Agreement”) is made and entered into as of the date set forth above (the “Effective Date”) by and among: (1) The Glimpse Group, Inc., a Nevada corporation (“Seller”) and (2) Glimpse Learning, Inc (“Buyer”), a Wyoming company; each a Party and jointly the Parties.

RECITALS

**WHEREAS **Seller owns all the issued and outstanding membership interests (the “Shares”) in Glimpse Learning, LLC a Nevada Limited Liability company (the “Subsidiary”);

WHEREAS the Subsidiary is a provider of immersive software and related services as detailed in Exhibit 1; and

WHEREAS Seller wishes to sell to Buyer, and Buyer desires to purchase from Seller, the Shares subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises, terms, covenants, and conditions set forth herein, and the performance of each, the parties hereto, intending to be legally bound, agree as follows:

Article 1

Definitions

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