Browse EX-10 agreements

TERMINATION AGREEMENT AND MUTUAL RELEASE

 

THIS TERMINATION AGREEMENT AND MUTUAL RELEASE (this “Agreement”) is made and entered into as of June 12, 2026 (the “Effective Date”), by and among Polomar Health Services, Inc., a Nevada corporation (“Polomar”), and Altanine, Inc., a Nevada corporation (“Altanine”), and, solely for purposes of Sections 4, 5 and 6 hereof, Pinata Holdings Inc., a Delaware corporation and wholly owned subsidiary of Altanine (“Pinata”). Polomar and Altanine are each referred to herein as a “Party” and collectively as the “Parties.”

 

RECITALS:

 

WHEREAS, the Parties, together with Polomar Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of Polomar (“Merger Sub”), entered into that certain Agreement and Plan of Merger dated as of July 23, 2025 (the “Original Merger Agreement”), providing for the merger of Merger Sub with and into Altanine, with Altanine surviving as a wholly owned subsidiary of Polomar (the “Contemplated Merger”);

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Exhibit 10.01

NOTE PURCHASE AGREEMENT

THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of June 9, 2026 (the “Execution Date”), is entered into by and between zeo energy corp., a Delaware corporation (the “Company”), and WHITE LION CAPITAL LLC, a Nevada limited liability company (the “Buyer”). Each capitalized term used herein shall have the meaning ascribed thereto in Section 10 below, or as otherwise defined herein.

WHEREAS, the Company and the Buyer are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”); and

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REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is entered into effective as June 9, 2026 (the “Execution Date”), by and between Zeo Energy Corp., a Delaware corporation (the “Company”), and White Lion Capital LLC, a Nevada limited liability company (the “Investor”).

 

RECITALS

 

A. WHEREAS, the Company may issue and sell to the Investor, and the Investor shall purchase from the Company, up to $7,500,000 of Convertible Promissory Notes (the “Notes”), convertible into shares of Common Stock; and

 

B. WHEREAS, pursuant to the terms of, and in consideration for the Investor entering into, that certain Note Purchase Agreement, dated on or about the Execution Date, by and between the Company and the Investor (the “Purchase Agreement”), and to induce the Investor to execute and deliver the Purchase Agreement, the Company has agreed to provide the Investor with certain registration rights with respect to the Registrable Securities (as defined herein) as set forth herein.

AGREEMENT

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NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES FILED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $1,670,000.00

Issue Date: June 9, 2026

 

CONVERTIBLE PROMISSORY NOTE

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FATE THERAPEUTICS, INC.

THIRD AMENDED AND RESTATED 2022 STOCK OPTION AND INCENTIVE PLAN

SECTION 1.

GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Fate Therapeutics, Inc. Third Amended and Restated 2022 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Fate Therapeutics, Inc. (the “Company”) and its Affiliates upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby motivating their efforts on the Company’s behalf and strengthening their desire to remain with the Company.

The following terms shall be defined as set forth below:

“Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder.

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ex101toform61526bowen2nd

US1 156220949 2 June 12, 2026 Personal & Confidential Adam K. Bowen 267 Glenwood Ave. SE Atlanta, GA 30312 Dear Adam, We are pleased to extend this offer of continued employment with Vestis in the position of Interim Chief Financial Officer of Vestis, effective June 12, 2026. While you remain in this position, you will be a member of our Executive Leadership Team and report directly to the Chief Executive Officer of Vestis Corporation. A Vestis Offer Summary specifying certain details associated with this offer of continued employment is attached to this offer letter (“Second Amended Vestis Offer Summary”). An amended and restated Agreement Relating to Employment and Post-Employment Competition (“Second Amended Employment Agreement”) is enclosed with this offer letter. This offer of continued employment in the position of Interim Chief Financial Officer of Vestis Corporation is contingent upon your execution of the Second Amended Employment Agreement. You are required at all times to comply with Vestis’ policies, including the Business Conduct Policy. Durin

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ex102toform61526bowen2nd

VESTIS SERVICES, LLC AGREEMENT RELATING TO EMPLOYMENT AND POST-EMPLOYMENT COMPETITION SECOND AMENDED AND RESTATED EFFECTIVE JUNE 12, 2026 This Agreement is between Adam K. Bowen, the undersigned individual (“Employee”), and Vestis Services, LLC (“Vestis”), supersedes and replaces in its entirety the Vestis Services, LLC Agreement Related to Employment and Post-Employment Competition between Employee and Vestis dated February 8, 2025. RECITALS WHEREAS, Vestis is a leading provider of uniform and workplace supplies to business and industry, private and public institutions, and the general public; WHEREAS, Vestis has a proprietary interest in its business and financial plans and systems, methods of operation and other secret and confidential information, knowledge and data (“Proprietary Information”) which includes, but is not limited to, all confidential, proprietary or non-public information, ideas and concepts; annual and strategic business plans; financial plans, reports and systems including, profit and loss statements, sales, accounting forms and procedu

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Execution Version

 

AT THE MARKET OFFERING AGREEMENT

 

June 15, 2026

 

H.C. Wainwright & Co., LLC

430 Park Avenue

New York, New York 10022

 

Ladies and Gentlemen:

 

Roma Green Finance Limited , an exempted 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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Execution Copy

June 15, 2026

Jillian C. Evanko

Senior Advisor

 

 

Re:

Amendment to Senior Advisor Agreement

Dear Jill:

Reference is hereby made to that certain Senior Advisor Agreement, dated as of November 16, 2025 (the “SAA”), by and between you and Chart Industries, Inc., a Delaware corporation (the “Company”). This letter agreement (this “Amendment”) supplements and amends the SAA, including with respect to certain provisions contained herein involving Baker Hughes Company, a Delaware corporation (“Baker Hughes”). Capitalized terms used but not defined herein shall have their respective meanings set forth in the SAA.

1. Senior Advisor Term and Fee.

a. Notwithstanding anything in the SAA to the contrary, the Senior Advisor Term shall terminate and conclude, and you shall cease providing Senior Advisor Services and cease to be eligible to accrue any further Senior Advisor Fee, effective as of the date hereof (the “Service End Date”). No Senior Advisor Fee shall accrue in respect of any period after the Service End Date.

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Exhibit 10.1

Execution Version

SECURITIES PURCHASE AGREEMENT

 

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 30, 2026, is between PDS BIOTECHNOLOGY CORPORATION, a company incorporated under the laws of the State of Delaware (the “Company”), and YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”).

 

WITNESSETH

 

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor, as provided herein, and the Investor shall purchase (i) a promissory note in the form attached hereto as “Exhibit A” (the “Promissory Note”) in the aggregate principal amount of $6,000,000 (the “Principal Amount”), and (ii) a warrant in the form attached hereto as “Exhibit B” (the “Warrant”) which shall be exercisable into such number of shares of the Company’s common stock, par value $0.00033 per share (the “Common Shares”) equal to 2,158,274 (as exercised, the “Warrant Shares”). Both the Promissory Note and the Warrant shall be issued and sold by the Company and purcha

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VICE CHAIRMAN AGREEMENT

(Advisory / Non-Board Position)

This Vice Chairman Agreement (the “Agreement”) is made and entered into as of June 12, 2026, by and between:

AI Era Corp., a Nevada corporation (the “Company”),

and

Mark Iwanowski, an individual (the “Vice Chairman”).

1.  Position

The Company hereby appoints the Vice Chairman to serve as Vice Chairman of the Company in a non-executive, advisory capacity. This position is not a position on the Board of Directors, and the Vice

Chairman shall not be a member of the Board of Directors or an “officer” of the Company for purposes of the Securities Exchange Act of 1934, as amended, or any other applicable securities laws, rules or regulations, unless and until the Board of Directors and the Vice Chairman mutually agree in writing to appoint him to the Board or designate him as an officer at a later date. The Vice Chairman acknowledges that this role is that of an independent contractor and strategic advisor to the Chairman.

2.  Term

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EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into as of June 12, 2026 (the “Effective Date”), by and Greenway Technologies, Inc., a Texas corporation (the “Company”), and Doug Cogan (“Executive”). The Company and Executive are each referred to in this Agreement as a “Party” and collectively as the “Parties.”

 

PRELIMINARY STATEMENTS

a. The Company desires to continue to employ Executive as its Chief Executive Officer, and Executive desires to be employed by the Company as its Chief Executive Officer.

 

b. The Company and Executive desire to set forth in writing the terms and conditions of their agreement and understandings with respect to Executive’s employment by the Company.

 

C. The Company hereby continues to employ Executive, and Executive hereby accepts employment with the Company, for the period and upon the terms and conditions contained in this Agreement.

 

AGREEMENT

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