Browse EX-10 agreements

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is entered into as of [●], 2026, by [________________] (the “Subject Party”) in favor of and for the benefit of Aperture AC, a Cayman Islands exempted company (together with its successors, the “SPAC”), Atlantic HPC Group Inc., a Delaware corporation (together with its successors, the “Company”), and each of SPAC’s and/or the Company’s respective present and future Subsidiaries (collectively with SPAC and the Company, the “Covered Party” or “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.

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***AMENDMENT TO LETTER AGREEMENT ***

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THIS AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of September 10, 2026, and shall be effective as of the Closing (defined below), by and among (i) Aperture AC, a Cayman Islands exempted company (together with its successors, the “Company”), (ii) Aperture Sponsor LLC, a Delaware limited liability company (the “Sponsor”), (iii) the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team and who, along with the Sponsor and other transferees of the applicable Company securities, is referred to as an “Insider” pursuant to the terms of the Letter Agreement (as defined below). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Letter Agreement (as defined below) (and if such term is not defined in the Letter Agreement, then in the BCA (as defined below)).

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RECITALS

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**Exhibit 10.2 **

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WALLACHBETH CAPITAL LLC

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CONFIDENTIAL	September 11, 2026

Tenon Medical, Inc.

Attention: Steven M. Foster

104 Cooper Court

Los Gatos, CA 95032

The purpose of this financial advisory agreement (this “Agreement”) is to confirm the engagement of WallachBeth Capital LLC (“WallachBeth”) by Tenon Medical, Inc. (the “Company”) to render Financial Services (as defined below) to the Company.

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TENON MEDICAL, INC.

104 Cooper Court

Los Gatos, CA 95032

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September 11, 2026

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To the Holder of August 2026 Series A Common Stock Purchase Warrants

Re: Inducement Offer to Exercise Existing Series A Common Stock Purchase Warrants

Dear Holder:

TENON MEDICAL, INC. (the “Company”) is pleased to offer (this “Inducement Offer”) to you (“Holder”, “you” or similar terminology) the opportunity to receive new warrants to purchase up to a number of shares (the “New Warrant Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), equal to 150% of the number of shares of Common Stock issuable to you pursuant to the exercise of that certain Series A Common Stock Purchase Warrant issued to you on August 31, 2026 less the number of shares previously exercised under such warrant (“Existing Warrants”), as more particularly set forth on the signature page hereto, in consideration for exercising for cash any or all such Existing Warrants. The issuance, or resale, of shares of Common Stock underlying the Existing Warrants have been regist

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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.

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BINDING SUMMARY OF PRINCIPAL TERMS

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Acquisition of Envoy Technologies, Inc. by CID HoldCo, Inc.

This summary of principal terms (this “Term Sheet”) summarizes the binding terms upon which CID HoldCo, Inc. (Nasdaq: DAIC) (“DAIC”) will acquire all of the outstanding capital stock of Envoy Technologies, Inc. (“Envoy”) from BladeRanger Ltd. (TASE: BLRN) (“BladeRanger”). Blink Charging Co. (“Blink”) is the holder of Envoy’s $12,500,000 convertible note. This Term Sheet is intended to be, and upon execution by DAIC, Envoy and BladeRanger (each, a “Party” and collectively, the “Parties”), shall constitute, a legally binding and enforceable agreement between the Parties with respect to the matters set forth herein. The Parties intend to enter into the Definitive Agreements (as herein defined) to further document and effect the transactions contemplated hereby; however, the absence of executed Definitive Agreements shall not affect the binding nature of this Term Sheet, and in the event Definitive Agreements are not executed (but subject to a

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SETTLEMENT AGREEMENT

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This SETTLEMENT AGREEMENT (“Agreement”) is dated as of this 15th day of September 2026 and is entered into by and between LHT I, LLC (“Lender”), and CID Holdco, Inc., a Delaware corporation (the “Company”), See ID, Inc., a Nevada corporation, ShoulderUp Technology Acquisition Corp., a Delaware corporation, and Dot Works, Inc., a Puerto Rico corporation (collectively referred to as “Debtors”), as follows:

WHEREAS, on or about December 4, 2025, the Company and J.J. Astor & Co., a Utah corporation (“Original Lender”), entered into that certain Loan Agreement (as amended, restated, supplemented, or otherwise modified from time to time, and together with all associated Transaction Documents, the “Loan Agreement”), pursuant to which Original Lender made certain loans to the Company and the Company executed and delivered certain promissory notes and granted security interests and other rights in favor of Original Lender;

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EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 14, 2026 (this “Agreement”), is among ESSENTIAL PROPERTIES REALTY TRUST, INC., a Maryland corporation (the “Parent REIT”), ESSENTIAL PROPERTIES, L.P., a Delaware limited partnership (the “Borrower”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Agent”) and WELLS FARGO SECURITIES, LLC, as Sustainability Structuring Agent, and the Lenders party hereto.

RECITALS

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of September 15, 2026, between Clene 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

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TEVOGEN INC.

2024 OMNIBUS INCENTIVE PLAN

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FORM OF RESTRICTED Stock Award Agreement

COVER SHEET

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Tevogen Inc., a Delaware corporation (the “Company”), hereby grants shares of the Company’s common stock, par value $0.0001 per share (the “Stock”), to the Grantee named below, subject to the vesting conditions set forth below (such grant, the “Award”). Additional terms and conditions of the Award are set forth on this cover sheet and in the attached Restricted Stock Award Agreement (together, the “Agreement”) and in the Tevogen Inc. 2024 Omnibus Incentive Plan (as it has been or may be amended and/or restated from time to time, the “Plan”).

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AMENDMENT NO. 2

TO

SECURITIES PURCHASE AGREEMENT

This Amendment No. 2 to Securities Purchase Agreement (this “Amendment”) is entered into as of September 16, 2026, by and among Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the Persons listed on the signature pages hereto (each, an “Investor” and together, the “Investors”).

RECITALS

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WHEREAS, the Company and each of the Persons listed on Exhibit A attached thereto entered into that certain Securities Purchase Agreement, dated as of June 11, 2026, as amended on August 12, 2026 (the “Agreement”);

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WHEREAS, Section 8.16 of the Agreement provides that no amendment, modification, alteration, waiver or change in any of the terms of the Agreement shall be valid or binding unless made in writing and duly executed by the Company and a Majority in Interest of the Investors;

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**Exhibit 10.2 **

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AMENDMENT NO. 1

TO

EXCHANGE AGREEMENT

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This **Amendment No. 1 to Exchange Agreement **(the “Amendment”) is made as of September ___, 2026, by and among Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the undersigned Holders.

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WHEREAS, the undersigned Holders are parties to that certain Exchange Agreement, by and among the Company and the Holders listed on Exhibit A thereto, dated as of June 11, 2026 (the “Exchange Agreement”), pursuant to which the Company issued prefunded warrants to each Holder;

WHEREAS, pursuant to Section 8.16 of the Exchange Agreement, Section 2.4 and Section 2.5 of the Exchange Agreement may only be amended with the written consent of the Company and each Holder; and

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