Browse EX-10 agreements

**August 31, 2026 **

**Jenn Ryu **

**Via CZ Partners **

**Jenn, **

I am pleased to conditionally offer you, pending a background check, the Full-Time Exempt position of **Chief Financial Officer **for Xponential Fitness LLC (“Company”) pursuant to the terms set forth in this offer letter. A summary of the initial compensation related to this offer is listed below. You will be responsible for the duties set forth on the position spec provided by CZ Partners.

***GENERAL INFORMATION ***

**Position: Chief **Financial Officer

**Start Date: **October 19, 2026

**Report To: **Mike Nuzzo, CEO

***COMPENSATION PACKAGE ***

**Base Salary: $550,000 **per year, less payroll deductions and withholdings, paid on the Company’s normal payroll schedule. As an exempt employee, you will not be entitled to overtime pay and your salary is intended to cover all hours worked including any hours worked more than 40 in a workweek or overtime as otherwise defined by applicable state law.

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OMNIBUS AMENDMENT TO

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SENIOR SECURED PROMISSORY NOTES

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Effective as of September 4, 2026

This Omnibus Amendment to Senior Secured Promissory Notes (this “Amendment”) is entered into effective as of the date set forth above (the “Effective Date”) by and among XCF Global, Inc., a Delaware corporation (the “Company”), Hollywood Horizons, Inc., a California corporation (“Hollywood”), Abri Capital Limited, a private limited company incorporated in Bermuda (“Abri”), and, solely with respect to Section 7, Brown Stone Capital, Inc., a California corporation (“Brown Stone”). Hollywood and Abri are each a “Holder” and together the “Holders.”

RECITALS

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**WHEREAS, **Hollywood and the Company are parties to that certain Senior Secured 25% Original Issue Discount Promissory Note and Security Agreement dated July 16, 2026, in the original face amount of $400,000 (the “Hollywood Note”).

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DEBT CONVERSION AGREEMENT

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THIS DEBT CONVERSION AGREEMENT (“Agreement”) is made effective as of September 4, 2026 (the “Effective Date”) by and between XCF Global, Inc., a Delaware corporation (the “Company”) and Narrow Road Capital Ltd, a United Kingdom private limited company (“Narrow Road”).

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**WHEREAS, **on May 1, 2025, the XCF Global Capital, Inc., the Company’s predecessor, and Narrow Road entered into that certain Promissory Note with a principal amount of $700,000 (the “Promissory Note”); and

WHEREAS, the parties hereto (the “Parties”) wish to terminate the Promissory Note and satisfy the entire amount outstanding due under the Promissory Note of $840,000 (the “Converted Amount”) as of the date hereof into 3,500,000 Class A common stock, par value $0.0001 (“Common Stock”), of the Company.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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EXHIBIT 10.2

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REINSTATEMENT AND FIRST AMENDMENT

TO

PURCHASE AND SALE AGREEMENT

This Reinstatement and First Amendment to Purchase and Sale Agreement (this “Amendment”) is entered into as of the later of the dates set forth below the Parties signatures hereto (the “Amendment Effective Date”), by and between NPH VENTURES, LLC, a Delaware limited liability company (“Seller”), and MEDALIST DIVERSIFIED, INC., a Maryland corporation (“Purchaser”).  Seller and Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Agreement dated as of July 21, 2026 (the “Original Agreement” or the “Agreement”), with respect to that certain parcel of land lying and being situated in Denton County, Texas, and being more particularly described on Exhibit A to the Original Agreement, commonly known as 8600 Highway 377, Aubrey, Texas 76258 (the “Property”);

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EXHIBIT 10.1

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LIMITED LIABILITY COMPANY

OPERATING AGREEMENT

OF

MIRA SAV PARTNERS, LLC

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EXECUTED AS OF SEPTEMBER 1, 2026, EFFECTIVE AS OF THE EFFECTIVE DATE

THE MEMBERSHIP INTERESTS IN MIRA SAV PARTNERS, LLC (THE “INTERESTS”) ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS SET FORTH IN ARTICLE 14 OF THIS AGREEMENT AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED, OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS THEREOF. THEREFORE, PURCHASERS OF THE INTERESTS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENTS FOR AN INDEFINITE PERIOD OF TIME. THE INTERESTS HAVE NOT BEEN REGISTERED (i) UNDER ANY STATE SECURITIES LAWS (THE “STATE ACTS”), OR (ii) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND NEITHER THE INTERESTS NOR ANY PART THEREOF MAY BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED, OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF ARTICLE 14 OF THIS AGREEMENT AND (1) PURSUANT TO AN EF

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Ex. 10.1

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PURCHASE AGREEMENT

This PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 3, 2026, by and between AGNT, Inc., a Texas corporation (the “Company”), and Frank Selden, not individually, but as trustee of the Gratitude 2022 Trust, created under trust agreement dated August 26, 2022, as amended and restated (the “Seller Trustee”).

WHEREAS, the Seller Trustee owns 26,731,114 shares of common stock, $0.00001 par value, of the Company (“Shares”);

WHEREAS, the Seller Trustee desires to sell, and the Company desires to purchase, free and clear of any and all Liens (as defined herein), an aggregate of 8,693,290 Shares for a price per share of $3.68, upon the terms and subject to the conditions set forth herein (the “Repurchase Transaction”);

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TRANSITION SERVICES AGREEMENT

by and between

HEALTHCARE TRIANGLE, INC.

and

TEYAME AI HOLDINGS, INC.

DATED AS OF September 2, 2026

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT, dated as of September 2nd, 2026 (this “Services Agreement”), is entered into by and between Healthcare Triangle, Inc., a Delaware corporation (“HCTI”), and Teyame AI Holdings, Inc., a Delaware corporation and wholly owned Subsidiary of HCTI (“Teyame”). Capitalized terms used herein but not defined herein shall have the meaning set for the in that certain Separation and Distribution Agreement, dated as of September 2nd, 2026, by and between HCTI and Teyame (the “Separation Agreement”).

WHEREAS, Teyame is, and prior to the Separation (as defined in the Separation Agreement) was, a wholly owned Subsidiary of HCTI, and HCTI formed Teyame as a wholly-owned Subsidiary incorporated under the laws of the State of Delaware for the purpose of acquiring and holding the Acquired Companies (as defined in the Share Purchase Agreement);

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Final Form

LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September 5, 2026, by and among Meshflow Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Meshflow Acquisition Corp., a Cayman Islands exempted company with limited liability (the “SPAC”), Leyte Parent, Inc., a Delaware corporation (“Pubco”), each of the Persons set forth on Schedule 1 hereto (the “Pubco Holders”), each of the Persons set forth on Schedule 2 hereto (the “Independent Holders”) and each of the Persons set forth on Schedule 3 hereto (the “SPAC Insiders”). The Sponsor, the Pubco Holders, the Independent Holders, the SPAC Insiders and any Person who hereafter becomes a party to this Agreement pursuant to Section 2 are referred to herein, individually, as a “Holder” and, collectively, as the “Holders.”

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Final Form

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Form of Transaction SUPPORT AGREEMENT

This Transaction SUPPORT AGREEMENT (this “Agreement”), is dated as of September 5, 2026, by and among Meshflow Acquisition Corp., a Cayman Islands exempted company with limited liability (which shall domesticate as a Delaware corporation prior to the Closing) (the “SPAC”), Leyte Parent, Inc., a Delaware corporation (“Pubco”), HGP Intelligent Energy, LLC, a Wyoming limited liability company (the “Company”) and the Persons set forth on Schedule I hereto (the “Supporting Members”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

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Execution Version

SPONSOR SUPPORT AGREEMENT

This Sponsor Support Agreement (this “Agreement”) is entered into on September 5, 2026, by and among Meshflow Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Meshflow Acquisition Corp., a Cayman Islands exempted company (“Meshflow”), certain shareholders of Meshflow set forth on Schedule A hereto (together with the Sponsor, collectively, the “SPAC Insiders”), Leyte Parent, Inc., a Delaware corporation (“Pubco”), and HGP Intelligent Energy, LLC, a Wyoming limited liability company (“HGP”). The SPAC Insiders, Meshflow, Pubco and HGP are sometimes collectively referred to herein as the “Parties,” and each of them is sometimes individually referred to herein as a “Party.” Certain terms used in this Agreement have the applicable meanings ascribed to them in Section 3.1.

RECITALS

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EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”), dated as of September 7**, 2026 (the “Effective Date”) by and between StablecoinX Inc (the “Company”), and Young Cho (the “Executive”).

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WITNESSETH:

WHEREAS, the Company and Executive desire that Executive shall continue to serve as the Chief Financial Officer of the Company on the terms set forth in this Agreement and to confirm the terms and conditions of such employment by entering into this Agreement; and

NOW, THEREFORE, in consideration of such employment and the mutual covenants and promises set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree as follows:

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EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”), dated as of September 7**, 2026 (the “Effective Date”) by and between StablecoinX Inc (the “Company”), and Christopher Jensen (the “Executive”).

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WITNESSETH:

WHEREAS, the Company and Executive desire that Executive serve as the Chief Executive Officer of the Company on the terms set forth in this Agreement and to confirm the terms and conditions of such employment by entering into this Agreement; and

NOW, THEREFORE, in consideration of such employment and the mutual covenants and promises set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree as follows:

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