Browse EX-10 agreements

Exhibit 10.9

State of South Carolina	$870,000.00
Greenville County	May 30, 2026

BILL OF SALE

IN CONSIDERATION OF $870,000.00, inclusive with all sales tax, which shall be paid by an $870,000 reduction of the outstanding principal indebtedness owed by the Seller to the Buyer, in accordance with the terms of a settlement agreement and general release dated May 4, 2026 (the “Settlement Agreement”), the undersigned PhoenixEV, Inc., a Delaware corporation (hereinafter, the “Seller”), with a business address located at 1 Whitlee Court, Greenville, SC 29607, DOES NOW SELL, TRANSFER AND DELIVER to J.J. Astor & Co., a Utah corporation (hereinafter, the “Buyer”), with a business address located at 26 S Rio Grande Street, #2072 Salt Lake City, Utah 84101, the following described Subject Property:

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Exhibit 10.6

AMENDMENT TO

ASSET PURCHASE AGREEMENT

THIS AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is dated as of June 1, 2026, but effective as of December 31, 2025 (the “Effective Date”) by and among PHOENIX MOTOR, INC, a Delaware corporation (“Holdco”), PHOENIX CARS LLC., a Delaware limited liability company (“Opco” and together with Holdco, “Sellers” and each a “Seller”), and PHOENIXEV INC., a Delaware corporation (“Purchaser”).

RECITALS

A. Sellers and Purchaser are parties to that certain Asset Purchase Agreement dated as of the Effective Date (the “Purchase Agreement”), pursuant to which, among other things, Sellers sold, assigned and transferred the Acquired Assets to Purchaser on the terms and subject to the conditions set forth therein. Unless otherwise indicated, capitalized terms used but not defined herein have the respective meanings assigned to them in the Purchase Agreement.

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Exhibit 10.8

J.J. ASTOR & CO.

26 S Rio Grande St. #2072

Salt Lake City, UT 84101

May 30, 2026

Phoenix Motor Inc.

1500 Lakeview Loop

Anaheim, CA 92807

Attention: Xiaofeng Denton Peng

Re:	Payoff Letter for Phoenix Motor Inc.

Gentlemen:

Reference is made to that certain Loan Agreement dated as of March 14, 2025, between Phoenix Motor Inc. (the “Company”), and J.J. Astor & Co. (the “Lender”), and the other Transaction Documents, in each case as amended, supplemented or otherwise modified from time to time. Capitalized terms used herein without definition have the meanings given to them in the Loan Agreement.

This letter (this “Payoff Letter”) hereby confirms that immediately upon receipt by the Lender of a wire transfer in immediately available funds of the amount of $3,800,000 (the “Payoff Amount”) to the bank account set forth below by not later than 5:00 p.m. PDT on Monday, June 1, 2026 (the “Payoff Date”), automatically and without any further action by any party:

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Exhibit 10.7

SETTLEMENT AGREEMENT AND GENERAL RELEASE

This Settlement Agreement and General Release (“Agreement”) is entered into as of this 4th day of May 2026 between and among (a) PHOENIX MOTOR INC., a Delaware corporation (the “Company”), PHOENIX CARS, LLC, a Delaware limited liability company (“PCL”), PHOENIX MOTORCARS LEASING, LLC, a California limited liability company (“PML”), EDISON FUTURE INTERNATIONAL CO., LTD., a Hong Kong corporation (“Edison”), XIAOFENG DENTON PENG (“Peng”) and J.J. ASTOR & CO., a Utah corporation (the “Lender”). PCL, PML, and Edison are subsidiaries of the Company. The Company, PCL, PML, Edison and Peng are sometimes collectively referred to as the “Loan Parties.” Each of the Loan Parties and the Lender are sometimes referred to in this Agreement individually as a “party,” or collectively as the “parties.”

I. RECITALS

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TERM LOAN, SECURITY AND GUARANTY AGREEMENT

THIS TERM LOAN, SECURITY AND GUARANTY AGREEMENT is dated as of June 1, 2026, by and among PHOENIX MOTOR INC., a Delaware corporation (the “Borrower”), the Guarantors from time to time party to this Agreement and CONCRETE JUNGLE LTD., a company organized and existing under the laws of the British Virgin Islands (together with its permitted successors and assigns, the “Lender”).

RECITALS

A. The Borrower, through its wholly owned Subsidiaries, PhoenixEV and PhoenixEV Operating, is engaged in the business of designing, developing, manufacturing, assembling and integrating electric drive systems and light and medium duty electric vehicles, including, through its “proterra transit business unit” owned by PhoenixEV, designing, developing and selling electric transit buses as an original equipment manufacturer for North American public transit agencies, airports, universities and other commercial transit fleets (collectively, the “Proterra Transit Business”).

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Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 1, 2026, by and between PHOENIX MOTOR INC., a Delaware corporation (the “Company”), and CONCRETE JUNGLE LTD., a company organized and existing under the laws of the British Virgin Islands (the “Holder”).

RECITALS

A. Pursuant to that certain Term Loan, Security and Guaranty Agreement dated of even date herewith (as amended from time to time, the “Loan Agreement”) by and among the Company, as “Borrower,” the Guarantors a party thereto and the Holder, the Holder has agreed to make the Term Loan to the Borrower, all of the terms and subject to the conditions set forth in the Loan Agreement and the other Loan Documents.

B. The Company’s common stock is registered pursuant to Section 12(b) of the Exchange Act and is currently quoted on the “OTC Pink Market” under the symbol “PEVM.”

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Exhibit 10.4

PHOENIXEV EQUITY INTEREST OPTION AGREEMENT

This PHOENIXEV EQUITY INTEREST OPTION AGREEMENT is dated as of June 1, 2026 (this “Agreement”), by and among PHOENIX MOTOR INC., a Delaware corporation (“Optionor”), PHOENIXEV INC., a Delaware corporation (the “Company”), and CONCRETE JUNGLE LTD., a company organized and existing under the laws of the British Virgin Islands (together with its permitted successors and assigns, “Optionee”).

RECITALS

A. Optionor owns or holds one hundred percent (100.0%) of the issued and outstanding Equity Interests in the Company.

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Exhibit 10.2

THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION.

THIS SECURITY HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (OID). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), TONY SHEN, A REPRESENTATIVE OF THE ISSUER HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUE DATE OF THIS SECURITY, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). MR. SHEN MAY BE REACHED AT TELEPHONE NUMBER (408) 550-5048.

SENIOR SECURED TERM LOAN DISCOUNT NOTE

$5,000,000.00	June 1, 2026

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Exhibit 10.1

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

This Amendment No. 2 (the “Amendment No. 2”) to the Employment Agreement is made and entered into as of June 1, 2026 (the “Effective Date”), by and between Robin Ross (“Executive”) and Trio Petroleum Corp (the “Company”) (each individually, a “Party,” collectively, the “Parties”).

WHEREAS, the Parties entered into that certain Employment Agreement, dated as of July 11, 2024 (the “Employment Agreement”);

WHEREAS, the Parties previously amended the Employment Agreement by entering into Amendment No. 1 to the Employment Agreement, dated August 1, 2025;

WHEREAS, the Parties hereby desire to further amend the Employment Agreement, as amended, as set forth herein to provide for certain changes and other matters relating to Executive’s compensation;

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STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of May 31, 2026, by and between VSee Health, Inc., a Delaware corporation (“VSee Health”) and Milton Chen, an individual (“Chen” and, together with VSee Health, the “Parties” and, each individually, a “Party”).

RECITALS

WHEREAS, VSee Health owns one hundred percent (100%) of the equity securities (the “Company Stock”) of VSee Lab, Inc., a Delaware corporation (the “Company”), which was founded by Chen in 2008 and acquired by VSee Health in 2022;

WHEREAS, the Parties acknowledge that Chen is a founder of the Company and is entering into this Agreement in connection with a negotiated separation and restructuring of ownership and management of the Company;

WHEREAS, Chen (a) owns 2,870,069 shares of common stock of VSee Health, par value $0.0001 per share (the “Chen VSee Stock”) and (b) is the (i) co-chief executive officer and chairman of the board of VSee Health and (ii) chief executive officer of the Company;

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AMENDMENT TO CLAROS MORTGAGE TRUST, INC. 2016 INCENTIVE AWARD PLAN

This Amendment (this “Amendment”) to the Claros Mortgage Trust, Inc. 2016 Incentive Award Plan (the “Plan”), is adopted by the Board of Directors (the “Board”) of Claros Mortgage Trust, Inc., a Maryland corporation (the “Company”), effective as of June 3, 2026. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning ascribed to such terms in the Plan.

WHEREAS, the Company sponsors and maintains the Plan as an equity incentive program under which employees, members of the Board, consultants and advisors to the Company may be offered the opportunity to acquire a proprietary interest in the Company;

WHEREAS, pursuant to Section 12.1 of the Plan, the Board may amend the Plan at any time, subject to approval of the Company’s stockholders to the extent required by applicable law (including an increase in the number of Shares available for issuance under the Plan); and

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LIFECORE BIOMEDICAL, INC.

2026 STOCK INCENTIVE PLAN

SECTION 1.INTRODUCTION.

1.1The Lifecore Biomedical, Inc. 2026 Stock Incentive Plan (the “Plan”) will be effective on October 16, 2026 (the “Effective Date”), subject to its approval by the Company’s stockholders at an annual or special meeting of stockholders within one year following the date adopted by the Board (the “Stockholder Approval”). The Plan shall supersede the Existing Equity Plan effective as of the Effective Date such that no further awards shall be made under the Existing Equity Plan on or after such date. However, this Plan shall not, in any way, affect awards under the Existing Equity Plan that are outstanding as of the Effective Date. If Stockholder Approval is not obtained, no Awards will be made under this Plan and the Existing Equity Plan will continue in effect in accordance with its terms.

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