Browse EX-10 agreements

SECURITIES PURCHASE AGREEMENT

This **SECURITIES PURCHASE AGREEMENT **(the “Agreement”), dated as of September 08, 2026, by and between CLEAN ENERGY TECHNOLOGIES, INC., a Nevada corporation, with its address at 1340 Reynolds Avenue, Unit 120, Irvine, CA 92614 (the “Company”), and Walnut Capital, LLC **, **a Maryland Corp company, with its address at 6 Calypso court Baltimore MD 21209 (the “Buyer”).

WHEREAS:

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the 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 “1933 Act”); and

B. Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a promissory note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $166,500.00 (including $16,500.00 of Original Issue Discount) (the “Note”).

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THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT 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 IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER 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.

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THE ISSUE PRICE OF THIS NOTE IS $166,500.00

THE ORIGINAL ISSUE DISCOUNT IS $16,500.00

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Principal Amount: $166,500.00	Issue Date: September 08, 2026
Purchase Price: $150,000.00

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PROMISSORY NOTE

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Exhibit 10.1 THE LOANS HEREUNDER HAVE BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” FOR U.S. FEDERAL INCOME TAX PURPOSES. THE (1) ISSUE PRICE, (2) AMOUNT OF ORIGINAL ISSUE DISCOUNT, (3) ISSUE DATE, (4) YIELD TO MATURITY FOR SUCH NOTE, AND (5) ANY OTHER INFORMATION REQUIRED TO BE MADE AVAILABLE BY U.S. TREASURY REGULATIONS MAY BE OBTAINED BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE BORROWER AT THE FOLLOWING ADDRESS: 30 HUDSON YARDS, NEW YORK, NEW YORK 10001. September 11, 2026 THE BORROWERS LISTED ON SCHEDULE 1.01(B) as Borrowers, arranged by SUMITOMO MITSUI BANKING CORPORATION AND KKR CAPITAL MARKETS LLC as Joint Lead Arrangers, with SUMITOMO MITSUI BANKING CORPORATION as Administrative Agent, and the Lenders from time to time party hereto AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

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Exhibit 10.2 FORM OF LENDER JOINDER AGREEMENT This JOINDER AGREEMENT (this “Joinder”) is made as of [DATE]. Reference is made to that certain Amended and Restated Revolving Credit Agreement, dated as of September 11, 2026, entered into by and among K-PEC Liquidity Limited, an exempted company incorporated in the Cayman Islands with limited liability (the “Borrower Representative”), as a borrower, the other borrowers from time to time party thereto (each, a “Borrower” and collectively with the Borrower Representative, the “Borrowers”), Sumitomo Mitsui Banking Corporation and KKR Capital Markets LLC as the joint lead arrangers, each lending institution that becomes a lender thereunder (the “Lenders”), and Sumitomo Mitsui Banking Corporation, as the administrative agent (“Administrative Agent”) (as the same may be modified, amended, supplemented or restated from time to time, the “Credit Agreement”), which amends and restates the Revolving Credit Agreement, dated as of December 23, 2024, by and among the Borrowers, the Administrative Agent and the Lenders thereto. Capitalized terms not

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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 MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

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PROMISSORY NOTE

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Principal Amount: Not to Exceed $150,000 (See Schedule A)		Dated as of September 11, 2026

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EQUITY AND ASSET PURCHASE AGREEMENT

BY AND BETWEEN

ADDUS HEALTHCARE, INC.

AND

ACCENTCARE, INC.

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DATED AS OF September 12, 2026

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TABLE OF CONTENTS

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** **EXHIBIT 10.1

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September 10, 2026

VisionWave Holdings, Inc. 300 Delaware Avenue

Wilmington, DE 19801 Attn: Douglas Davis

E-mail: ddavis@vwav.inc

	Re:	Second Closing under Securities Purchase Agreement; Amendment of February 2026 Warrant

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Dear Mr. Davis:

Reference is made to (i) the Securities Purchase Agreement, dated as of July 20, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “SPA”), between VisionWave Holdings, Inc. (the “Company”) and YA II PN, Ltd. (the “Investor”), (ii) the Promissory Note, dated February 26, 2026, issued by the Company to the Investor in the original principal amount of $20,000,000 and designated as Note No. VWAV-3 (the “February Note”),

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ASSIGNMENT OF MEMBERSHIP INTERESTS

This ASSIGNMENT OF MEMBERSHIP INTERESTS (this “Assignment”), dated as of September 8, 2026, is made by and between PARADOX INFRASTRUCTURE LLC, a Florida limited liability company (“Assignor”), and Z SQUARED INC., a Delaware corporation (“Assignee”), pursuant to that certain Membership Interest Purchase Agreement, dated as of July 31, 2026, by and among Assignee, Assignor, Paradox Data, LLC, a Florida limited liability company (the “Company”), and the other parties thereto (the “Purchase Agreement”). Capitalized terms used but not defined herein have the meanings given in the Purchase Agreement.

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INTERCOMPANY POWER ACCESS AND COST-SHARING AGREEMENT

This Intercompany Power Access and Cost-Sharing Agreement (this “Agreement”) is entered into as of September 8, 2026 (the “Effective Date”), by and between Paradox Infrastructure LLC, a Florida limited liability company (“Infrastructure”), and Paradox Data LLC, a Florida limited liability company (“Data”). Infrastructure and Data are each a “Party” and collectively the “Parties.”

RECITALS

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**A. **Infrastructure holds an Agreement for Electric Service dated December 8, 2023 (the “AES”), with Entergy Arkansas, LLC (“Entergy”), providing up to 8,000 kVA at approximately 13,800Y/7,960 volts at 713 Industrial Road, El Dorado, Arkansas 71730 (the “Premises”), under Rate Schedule LPHLDS VAR 4.

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**B. The AES renews annually each June. **Infrastructure renewed the AES in June 2026 (the “Current Term”), which runs through approximately June 2027 (the “Current Term Expiration”).

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**C. **Infrastructure currently operates a bitcoin mining facility at the Premises as the rate-payer of record under the AES.

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TRIPLE NET LEASE AND RELOCATION AGREEMENT

**Effective Date: September 8, 2026 **

PARADOX DATA LLC — Landlord

PARADOX INFRASTRUCTURE LLC — Tenant

Z SQUARED INC. — Relocation Payment Obligor

This Triple Net Lease and Relocation Agreement (this “Lease”) is made and entered into as of September 8, 2026 (the “Effective Date”), by and among Paradox Data LLC, a Florida limited liability company (“Data” or “Landlord”), Paradox Infrastructure LLC, a Florida limited liability company (“Infrastructure” or “Tenant”), and Z Squared Inc., a Delaware corporation (“Z Squared”). Z Squared joins this Lease solely with respect to the obligations expressly imposed upon it. As of the Effective Date, Z Squared owns one hundred percent (100%) of Data.

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[Bid Version]

[DEALER]1

September [__], 2026

To:	BKV Corporation 1200 17th Street Suite 2100 Denver, Colorado 80202 Telephone No.: (720) 375-9680

Re: [Base][Additional] Call Option Transaction

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [DEALER] (“Dealer”) and BKV Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or conte

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CIMG Inc.

Room R2, FTY D, 16/F, Kin Ga Industrial Building,

9 San On Street, Tuen Mun, Hong Kong 00000

+852 70106695

September 11, 2026

Mr. Dongwei Li

c/o CIMG Inc.

Room R2, FTY D, 16/F, Kin Ga Industrial Building, 

9 San On Street, Tuen Mun, Hong Kong 00000

Re:	Director Offer Letter

Dear Mr. Li

CIMG Inc., a Nevada corporation (the “Company”), is pleased to offer you a position as a member of its board of directors (the “Board”). We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board.

Should you choose to accept this position as a member of the Board, this letter agreement (this “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.

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