Browse EX-10 agreements

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Exhiibt 10.2

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.  THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

SERIES [C][D] ORDINARY SHARE PURCHASE WARRANT

SILEXION THERAPEUTICS CORP

Warrant Shares: _______          Issue Date: May ____, 2026

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Exhibit 10.1

SILEXION THERAPEUTICS CORP

May 15, 2026

Holder of Ordinary Share Purchase Warrants

Re:	Inducement Offer to Exercise Ordinary Share Purchase Warrants

Dear Holder:

Silexion Therapeutics Corp (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) (i) the opportunity to receive new warrants to purchase ordinary shares of the Company, par value $0.0135 per share (the “Ordinary Shares”) and (ii) a reduction in the Exercise Price (as defined in the respective Existing Warrants) of the Ordinary Share purchase warrants issued on August 1, 2025 (the “August Existing Warrants”), the Series A Ordinary Share purchase warrants issued on September 12, 2025 (the “Series A Existing Warrants”), and Series B Ordinary Share purchase warrants issued on September 12, 2025 (the “Series B Existing Warrants”) set forth on Exhibit A hereto (collectively, the “Existing Warrants”) held by you in consideration for exercising by you for cash all of the Existing Warrants, as set forth on the signature page hereto. The issuance of the Ordinary Shares underlying the Existing Warrants (the “Existing Warrant Shares”) has been registered for resale pursuant to the registration statement on Form S-3 (File No. 333-291210) and registered pursuant to the registration statement on Form S-3 (File No. 333-290074) (the “Registration Statements”). The Registration Statements are currently effective and, upon exercise of the Existing Warrants pursuant to this letter agreement,

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Execution Version

ASSET REPRESENTATIONS REVIEW AGREEMENT

among

GM FINANCIAL AUTOMOBILE LEASING TRUST 2026-2,

as Issuer

GM FINANCIAL,

as Servicer

and

CLAYTON FIXED INCOME SERVICES LLC,

as Asset Representations Reviewer

Dated as of April 1, 2026

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TABLE OF CONTENTS

ARTICLE I DEFINITIONS					1
Section 1.1.		Definitions			1
Section 1.2.		Additional Definitions			1
ARTICLE II ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER					2
Section 2.1.		Engagement; Acceptance			2
Section 2.2.		Confirmation of Status			2
ARTICLE III ASSET REPRESENTATIONS REVIEW PROCESS					3
Section 3.1.		Asset Review Notices			3
Section 3.2.		Identification of Asset Review Receivables			3
Section 3.3.		Asset Review Materials			3
Section 3.4.		Performance of Asset Reviews			3
Section 3.5.		Asset Review Reports			4
Section 3.6.		Asset Review Representatives			5
Section 3.7.		Dispute Resolution			5
Section 3.8.		Limitations on Asset Review Obligations			5
ARTICLE IV ASSET REPRESENTATIONS REVIEWER					6
Section 4.1.		Representations and Warranties			6
Section 4.2.		Covenants			7
Section 4.3.		Fees and Expenses			8
Section 4.4.		Limitation on Liability			9

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Execution Version

ACAR LEASING LTD.,

as the Titling Trust

GM FINANCIAL,

as Servicer

APGO TRUST,

as Settlor

and

COMPUTERSHARE TRUST COMPANY, N.A.,

as Indenture Trustee and Collateral Agent

2026-2 SERVICING SUPPLEMENT

Dated as of April 1, 2026

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TABLE OF CONTENTS

				Page
ARTICLE I DEFINITIONS AND INTERPRETIVE PROVISIONS					1
SECTION 1.1.		General Definitions			1
ARTICLE II SERVICING OF 2026-2 DESIGNATED POOL					2
SECTION 2.1.		Servicing of 2026-2 Designated Pool			2
SECTION 2.2.		Identification of 2026-2 Lease Agreements and 2026-2 Leased Vehicles; Securitization Value			2
SECTION 2.3.		Accounts			2
SECTION 2.4.		General Provisions Regarding Accounts			4
SECTION 2.5.		Reallocation and Repurchase of 2026-2 Lease Agreements and 2026-2 Leased Vehicles; Purchase of Matured Vehicles			6
SECTION 2.6.		2026-2 Designated Pool Collections.			8
SECTION 2.7.		Servicing Compensation; Expenses			8
SECTION 2.8.		Third Party Claims			9
SECTION 2.9.		Reporting by the Servicer; Delivery of Certain Documentation; Inspection; Asset-Level Information			9
SECTION 2.10.		Annual Independent Accountant’s Report			10

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Execution Version

GMF LEASING LLC,

as Transferor,

and

GM FINANCIAL AUTOMOBILE LEASING TRUST 2026-2,

as Transferee

2026-2 EXCHANGE NOTE TRANSFER AGREEMENT

Dated as of April 1, 2026

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TABLE OF CONTENTS

				Page
ARTICLE I DEFINITIONS					2
SECTION 1.1.		Definitions			2
ARTICLE II TRANSFER OF THE TRANSFERRED ASSETS					2
SECTION 2.1.		Transfer of the Transferred Assets.			2
SECTION 2.2.		True Sale			3
SECTION 2.3.		Representations and Warranties of the Transferor and the Transferee.			4
SECTION 2.4.		Financing Statements and Books and Records.			7
SECTION 2.5.		Covenants of the Transferor			7
SECTION 2.6.		Acceptance by the Transferee			8
ARTICLE III CONDITIONS					8
SECTION 3.1.		Conditions Precedent to Transfer			8
ARTICLE IV MISCELLANEOUS					9
SECTION 4.1.		Amendment			9
SECTION 4.2.		Governing Law			10
SECTION 4.3.		Severability			10
SECTION 4.4.		Binding Effect			10
SECTION 4.5.		Table of Contents and Headings			10
SECTION 4.6.		Counterparts and Consent to Do Business Electronically			10

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Execution Version

GM FINANCIAL,

as Lender

and

GMF LEASING LLC,

as Depositor

2026-2 EXCHANGE NOTE SALE AGREEMENT

Dated as of April 1, 2026

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TABLE OF CONTENTS

				Page
ARTICLE I DEFINITIONS					2
SECTION 1.1.		Definitions			2
ARTICLE II TRANSFER OF THE CONVEYED ASSETS					2
SECTION 2.1.		Transfer of the Conveyed Assets			2
SECTION 2.2.		True Sale			3
SECTION 2.3.		Representations and Warranties of the Lender and the Depositor			4
SECTION 2.4.		Financing Statements and Books and Records			7
SECTION 2.5.		Affirmative Covenants of the Lender			7
SECTION 2.6.		Acceptance by the Depositor			8
ARTICLE III CONDITIONS					8
SECTION 3.1.		Conditions Precedent to Effectiveness of this Agreement			8
ARTICLE IV MISCELLANEOUS					9
SECTION 4.1.		Amendment			9
SECTION 4.2.		GOVERNING LAW			9
SECTION 4.3.		Severability			10
SECTION 4.4.		Binding Effect			10
SECTION 4.5.		Table of Contents and Headings			10
SECTION 4.6.		Counterparts and Consent to Do Business Electronically			10

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Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May [__], 2026, by and between NEXGEL, INC., a Delaware corporation (the “Company”), and the persons and/or entities (each individually a “Buyer” and collectively the “Buyers”) named on the Schedule of Buyers attached to the Purchase Agreement (as defined below). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and between the parties hereto, dated as of May [__], 2026 (the “Purchase Agreement”).

WHEREAS:

The Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to sell to the Buyers those certain convertible promissory notes (the “Notes”) and Warrants (as defined in the Purchase Agreement) (the “Warrants”), and to induce the Buyers to enter into the Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “Securities Act”), and applicable state securities laws.

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

DEFINITIONS.

As used in this Agreement, the following terms shall have the following meanings:

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Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May [__], 2026, by and between NEXGEL, INC., a Delaware corporation, with headquarters located at 2150 Cabot Blvd West, Suite B, Langhorne, PA 19047 (the “Company”), and the persons and/or entities (each individually a “Buyer” and collectively the “Buyers”) named on the Schedule of Buyers attached hereto (the “Schedule of Buyers”).

WHEREAS:

A. The Company and each Buyer are executing and delivering this Agreement in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) of Regulation D as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

B. Each Buyer, severally and not jointly, desires to purchase from the Company, and the Company desires to issue and sell to such Buyer, upon the terms and conditions set forth in this Agreement, a unsecured convertible promissory note of the Company, in the aggregate principal amount set forth on the Schedule of Buyers (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, in the form attached hereto as Exhibit A, (each a “Note” and collectively the “Notes”), convertible into shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note; and

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EXECUTION VERSION

AMENDMENT NO. 1 TO GUARANTEE AGREEMENT

AMENDMENT NO. 1 TO GUARANTEE AGREEMENT, dated as of May 14, 2026 (this

“Amendment”), between LUMENT FINANCE TRUST, INC., a Maryland corporation (the “Guarantor”) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association (the “Buyer”) and agreed and acknowledged by LCMT WAREHOUSE, LLC, a Delaware limited liability company (the “Seller”) solely with respect to Sections 2 and 4. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Guarantee Agreement (as defined below).

RECITALS

WHEREAS, the Guarantor and Buyer are parties to that certain Guarantee Agreement, dated as of November 3, 2025 (as amended hereby and as further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Guarantee”);

WHEREAS, the Seller and Buyer are parties to that certain Master Repurchase Agreement, dated as of November 3, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Repurchase Agreement”);

WHEREAS, the Guarantor and Buyer have agreed, subject to the terms and conditions hereof, that the Guarantee shall be amended as set forth in this Amendment; and

WHEREAS, the Seller, Guarantor and Buyer have agreed, subject to the terms and conditions hereof, to the temporary waiver set forth in Section 2 of this Amendment.

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Exhibit 10.3

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

March 16th 2026

Awaysis Belize Limited

3301 Chetumal Street

Belize City, Belize

Guarantors: Yacht Club Resorts development Company Limited, Mr. Michael Singh, Mr. Andrew Trumbach

Dear Clients,

The Belize Bank Limited hereinafter referred to as the “Bank”) is pleased to advise that we will make available to Awaysis Belize Limited (the “Borrower”), the following credit facility/facilities on the terms and conditions outlined below and in Schedule A (General Terms and Conditions), Schedule B (Conditions Precedent), Schedule C (Security Documents), and Schedule D (Form of Acceptance) of this facility letter agreement (hereinafter this facility letter together with Schedule A, Schedule B, Schedule C and Schedule D shall collectively be referred to as “the Agreement”):

CREDIT A: Loan Facility

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NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON STOCK PURCHASE WARRANT

brainstorm cell therapeutics inc.

Warrant Shares:			Issue Date:			, 2026

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Exhibit 10.3

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of May ___, 2026 between Brainstorm Cell Therapeutics Inc., a Delaware corporation (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 exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company 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

1.1Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:

“Acquiring Person” shall have the meaning ascribed to such term in Section 4.5.

“Action” shall have the meaning ascribed to such term in Section 3.1(j).

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