Browse EX-10 agreements

FORM OF LOCK-UP AGREEMENT

 

June 6, 2026

 

Ladies and Gentlemen:

 

The undersigned stockholder (the “Undersigned”) to this lock-up agreement (this “Lock-Up Agreement”) understands that Standard BioTools Inc., a Delaware corporation (“Parent”), has entered into an Agreement and Plan of Merger and Reorganization, dated as of June 6, 2026 (as the same may be amended from time to time, the “Merger Agreement”) with Siri Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, and Treeline Biosciences, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

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FORM OF CONTINGENT VALUE RIGHTS AGREEMENT

 

This Contingent Value Rights Agreement (this “Agreement”), dated as of [●] (the “Effective Date”), is entered into by and between Treeline Biosciences Holdings, Inc., a Delaware corporation (“Parent”), and [●], a [●], as Rights Agent (as defined herein).

 

RECITALS

 

A.           Parent, Siri Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Treeline Biosciences, Inc., a Delaware corporation (the “Company”), have entered into an Agreement and Plan of Merger and Reorganization, dated as of June 6, 2026 (as it may be amended, supplemented or otherwise modified from time to time pursuant to the terms thereof, the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned Subsidiary of Parent. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Merger Agreement.

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FORM OF VOTING AGREEMENT

 

This Voting Agreement (this “Agreement”), dated as of June 6, 2026, is entered into by and among Treeline Biosciences, Inc., a Delaware corporation (the “Company”), Standard BioTools Inc., a Delaware corporation (“Parent”), Siri Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the persons listed on the attached Schedule A who are signatories to this Agreement (each, a “Stockholder”, and collectively, the “Stockholders”).

 

RECITALS

 

WHEREAS, concurrently herewith, the Company, Parent and Merger Sub are entering into an Agreement and Plan of Merger and Reorganization (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”);

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TERMINATION LETTER

 

This Termination Letter (this “Agreement”) is entered into as of June 3, 2026, by and among CleanCore Solutions, Inc. (the “Company”), Maxim Group LLC (“Maxim”), and Curvature Securities LLC (“Curvature,” and together with Maxim, the “Agents,” and each, an “Agent”).

WHEREAS, the Company and the Agents are parties to that certain Amended and Restated Sales Agreement, dated as of August 29, 2025 (the “Sales Agreement”);

WHEREAS, the Company has entered into a separate waiver and release agreement with each of Curvature and Maxim, respectively, in connection with the transactions contemplated by the Sales Agreement; and

WHEREAS, the parties hereto desire to terminate the Sales Agreement in its entirety, effective as of the date hereof, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

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FORM OF VOTING AGREEMENT

 

This Voting Agreement (this “Agreement”), dated as of June 6, 2026, is entered into by and among Treeline Biosciences, Inc., a Delaware corporation (the “Company”), Standard BioTools Inc., a Delaware corporation (“Parent”), Siri Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the persons listed on the attached Schedule A who are signatories to this Agreement (each, a “Stockholder”, and collectively, the “Stockholders”).

 

RECITALS

 

WHEREAS, concurrently herewith, the Company, Parent and Merger Sub are entering into an Agreement and Plan of Merger and Reorganization (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”);

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FORM OF CONTINGENT VALUE RIGHTS AGREEMENT

 

This Contingent Value Rights Agreement (this “Agreement”), dated as of [●] (the “Effective Date”), is entered into by and between Treeline Biosciences Holdings, Inc., a Delaware corporation (“Parent”), and [●], a [●], as Rights Agent (as defined herein).

 

RECITALS

 

A.           Parent, Siri Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Treeline Biosciences, Inc., a Delaware corporation (the “Company”), have entered into an Agreement and Plan of Merger and Reorganization, dated as of June 6, 2026 (as it may be amended, supplemented or otherwise modified from time to time pursuant to the terms thereof, the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned Subsidiary of Parent. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Merger Agreement.

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FORM OF LOCK-UP AGREEMENT

 

June 6, 2026

 

Ladies and Gentlemen:

 

The undersigned stockholder (the “Undersigned”) to this lock-up agreement (this “Lock-Up Agreement”) understands that Standard BioTools Inc., a Delaware corporation (“Parent”), has entered into an Agreement and Plan of Merger and Reorganization, dated as of June 6, 2026 (as the same may be amended from time to time, the “Merger Agreement”) with Siri Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, and Treeline Biosciences, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

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THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

Exchange Agreement

 

This Exchange Agreement (this “Agreement”) is executed as of June 5, 2026 by and between Vivos Therapeutics, Inc., a Delaware corporation (“Borrower”), and Streeterville Capital, LLC, a Utah limited liability company (“Lender”). Capitalized terms not defined herein shall have the same meaning as set forth in the Transaction Documents (as defined below).

 

A. Pursuant to that certain Note Purchase Agreement dated June 9, 2025 (“Purchase Agreement”) between Lender and Borrower, Borrower issued to Lender that certain Secured Promissory Note in the original principal amount of $8,225,000.00 and having an original issue date of June 9, 2025 (“Original Note,” and together with the Purchase Agreement and all other agreements and documents entered into in conjunction therewith, the “Transaction Documents).

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Final Version

 

SHARE PURCHASE AGREEMENT

BY AND AMONG

GALMED PHARMACEUTICALS LTD.,

COLOSPAN LTD.,

THE SHAREHOLDERS OF COLOSPAN LTD.

and

Boaz Assaf AS THE COLOSPAN LTD. SHAREHOLDERS REPRESENTATIVE

June 8, 2026

 

 

 

 

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of June 8, 2026, is entered into by and among (i) Colospan Ltd., an Israeli company (the “Company”), (ii) Galmed Pharmaceuticals Ltd., an Israeli company (“Purchaser”), (iii) the shareholders of the Company whose names appear on the signature page of this Agreement or that otherwise become parties to this Agreement under ‎Section 2.8 and ‎Section 2.9 hereof (each a “Selling Shareholder” and together, the “Selling Shareholders”) and (iv) Boaz Assaf, in his capacity as representative of the Selling Shareholders (the “Shareholders Representative”).

 

RECITALS

WHEREAS, the Company engages in the business of developing and commercializing medical devices and related products and services; and

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Form of Lock-Up Agreement

June 5, 2026

A.G.P./Alliance Global Partners

590 Madison Avenue, 28th Floor

New York, New York 10022

Ladies and Gentlemen:

This lock-up agreement (this “Lock-Up Agreement”) is being delivered to you in connection with the offering (the “Offering”) contemplated by those certain Securities Purchase Agreements (each, a “Purchase Agreement” and collectively, the “Purchase Agreements”), each dated as of June 5, 2026, between Village Farms International, Inc. (the “Company”) and the purchaser parties thereto (collectively, the “Purchasers”), with respect to the issuance of common shares of the Company, no par value (“Common Shares”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Purchase Agreements.

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FORM OF SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June 5, 2026, between Village Farms International, Inc., a corporation continued under the laws of the Province of Ontario (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 of 1933, as amended (the “Securities Act”), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, the securities 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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