Browse EX-10 agreements

UNSECURED SUBORDINATED CONVERTIBLE PROMISSORY NOTE

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

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AMENDMENT TO PROMISSORY NOTE

THIS AMENDMENT TO PROMISSORY NOTE (this “Amendment”) is made and entered into as of September 25, 2026, by and between Vivasor, Inc., a Delaware corporation (the “Company”), and Scilex Holding Company,a Delaware corporation (the “Holder”).

RECITALS

Whereas,the Company issued a promissory note to Holder on August 8, 2026 with a maximum credit amount of up to $20,000,000 (the “Note”); and

Whereas,the Company and Holder wish to increase the maximum credit amount of the Note to $30,000,000.

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

AMENDMENT

1.

AMENDMENT OF Note. Effective as of the date of this Amendment, all references to “$20,000,000” in the Note are hereby amended and restated to read “$30,000,000.”

2.

MISCELLANEOUS.

A.

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SINGULARITY FUTURE TECHNOLOGY LTD.

2025 STOCK INCENTIVE PLAN

1. Purpose and Effective Date.

(a) The purpose of the Singularity Future Technology Ltd. 2025 Stock Incentive Plan (the “Plan”) is to further the long-term stability and financial success of Singularity Future Technology Ltd. (the “Company”) by attracting and retaining personnel, including employees, non-employee directors, and consultants, through the use of stock incentives. It is believed that ownership of Company stock will stimulate the efforts of those employees upon whose judgment, interest and efforts the Company is and will be largely dependent for the successful conduct of its business.

(b) The Plan was adopted by the Board of Directors on June 9, 2025, and by the shareholders of the Company on July 1, 2025 (the “Effective Date”).

2. Definitions.

(a) Act. The Securities Exchange Act of 1934, as amended.

(b) Affiliate. The meaning assigned to the term “affiliate” under Rule 12b-2 of the Act.

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SINGULARITY FUTURE TECHNOLOGY LTD.

2026 STOCK INCENTIVE PLAN

1. Purpose and Effective Date.

(a) The purpose of the Singularity Future Technology Ltd. 2026 Stock Incentive Plan (the “Plan”) is to further the long-term stability and financial success of Singularity Future Technology Ltd. (the “Company”) by attracting and retaining personnel, including employees, non-employee directors, and consultants, through the use of stock incentives. It is believed that ownership of Company stock will stimulate the efforts of those employees upon whose judgment, interest and efforts the Company is and will be largely dependent for the successful conduct of its business.

(b) The Plan was adopted by the Board of Directors on June 9, 2026, 2026, and by the shareholders of the Company on June 30, 2026 (the “Effective Date”).

2. Definitions.

(a) Act. The Securities Exchange Act of 1934, as amended.

(b) Affiliate. The meaning assigned to the term “affiliate” under Rule 12b-2 of the Act.

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LA ROSA HOLDINGS CORP.

BOARD OF DIRECTORS AGREEMENT

This BOARD OF DIRECTORS AGREEMENT (“Agreement”) by and between LA ROSA HOLDINGS CORP., a Nevada corporation (the “Company”), and the undersigned signatory (the “Director”), provides for director services and shall become effective on September 24, 2026 (the “Effective Date”), according to the following terms and conditions:

	I.	Services Provided

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** **

**AMENDMENT NO. 2 TO THE
CADRENAL THERAPEUTICS, INC.
2022 SUCCESSOR EQUITY INCENTIVE PLAN
 **

Dated: September 24, 2026

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WHEREAS, the Board of Directors (the “Board”) of Cadrenal Therapeutics, Inc. (the “Company”) heretofore established the Cadrenal Therapeutics, Inc. 2022 Successor Equity Incentive Plan, as amended (the “Plan”); and

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WHEREAS, the Board desires to amend the Plan to increase the maximum number of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) available for grants of Awards thereunder by 323,542 shares to 1,000,000 shares (this “Amendment No. 2”);

** **

WHEREAS, Section 18 of the Plan authorizes the Board to amend the Plan, subject to stockholder approval to the extent that such approval is desired or required by applicable law; and

** **

WHEREAS, the Board has approved and authorized this Amendment No. 2 to the Plan and has recommended that the stockholders of the Company approve this Amendment No. 2.

** **

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EQUITY PURCHASE AGREEMENT

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This equity purchase agreement is entered into as of September 23, 2026 (this “Agreement”), by and between VCI Global Limited, a British Virgin Islands company (the “Company”), and Hudson Global Ventures, LLC, a Nevada limited liability company (the “Investor”, and collectively with the Company, the “Parties”).

WHEREAS, the Parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase up to One Hundred Twenty-Five Million Dollars ($125,000,000.00) of the Company’s Common Stock (as defined below);

NOW, THEREFORE, the Parties hereto agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

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Section 1.1 DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Agreement” shall have the meaning specified in the preamble hereof.

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SECURITY AGREEMENT

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This SECURITY AGREEMENT, dated as of September 23, 2026 (this “Agreement”), is among VCI Global Limited, a British Virgin Islands company (the “Company”), all of the Subsidiaries (as defined in the Purchase Agreement) of the Company (such subsidiaries, the “Guarantors” and, collectively with the Company, the “Debtor” or “Debtors”) and Dune Equity Holdings LLC, a Delaware limited liability company (collectively with its endorsees, transferees and assigns, the “Secured Parties”).

W I T N E S S E T H:

** **

WHEREAS, pursuant to the securities purchase agreement entered into by the Company and the Secured Parties on or around September 23, 2026 (the “Purchase Agreement”), the Company has agreed to issue that certain 12% secured promissory note dated September 23, 2026, in the original principal amount of up to $850,000.00 (the “Note”);

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REGISTRATION RIGHTS AGREEMENT

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**REGISTRATION RIGHTS AGREEMENT **(this “Agreement”), dated as of September 23, 2026, by and between VCI GLOBAL LIMITED, a British Virgin Islands company (the “Company”), and **HUDSON GLOBAL VENTURES, LLC, **a Nevada limited liability company (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the equity purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

WHEREAS:

** **

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SECURITIES PURCHASE AGREEMENT

This **SECURITIES PURCHASE AGREEMENT **(the “Agreement”), dated as of September 23, 2026, by and between VCI Global Limited, a British Virgin Islands company, with headquarters located at Suite 33.03 of Level 33, Menara Exchange 106, Lingkaran TRX, Tun Razak Exchange, 55188 Kuala Lumpur, Malaysia (the “Company”), and DUNE EQUITY HOLDINGS LLC, a Delaware limited liability company, with its address at 641 Lexington Avenue, 17th Floor, New York, NY 10022 (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 Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

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SECURITIES PURCHASE AGREEMENT

This **SECURITIES PURCHASE AGREEMENT **(the “Agreement”), dated as of September 23, 2026, by and between VCI Global Limited, a British Virgin Islands company, with headquarters located at Suite 33.03 of Level 33, Menara Exchange 106, Lingkaran TRX, Tun Razak Exchange, 55188 Kuala Lumpur, Malaysia (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 190, New York, NY 10022 (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 Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

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SECURITY AGREEMENT

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This SECURITY AGREEMENT, dated as of September 23, 2026 (this “Agreement”), is among VCI Global Limited, a British Virgin Islands company (the “Company”), all of the Subsidiaries (as defined in the Purchase Agreement) of the Company (such subsidiaries, the “Guarantors” and, collectively with the Company, the “Debtor” or “Debtors”) and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (collectively with its endorsees, transferees and assigns, the “Secured Parties”).

W I T N E S S E T H:

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WHEREAS, pursuant to the securities purchase agreement entered into by the Company and the Secured Parties on or around September 23, 2026 (the “Purchase Agreement”), the Company has agreed to issue that certain 12% secured promissory note dated September 23, 2026, in the original principal amount of up to $850,000.00 (the “Note”);

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