Browse EX-10 agreements

NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD 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. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

VESICOR THERAPEUTICS HOLDINGS, INC.

Convertible Promissory Note

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of September 22, 2026 is made by and among METEORA SELECT TRADING OPPORTUNITIES MASTER, LP, a Cayman Islands exempted limited partnership (together with its affiliates and permitted assigns, the “Investor”), and BLACK HAWK ACQUISITION CORPORATION, a Cayman Islands exempted company (“BKHA”). In connection with the transactions contemplated by the Business Combination Agreement, BKHA will de-register as a Cayman Islands exempted company and domesticate as a corporation incorporated under the laws of the State of Delaware (the “Domestication”) and, in connection with the Domestication, will change its name to Vesicor Therapeutics Holdings, Inc. The term “Company” refers to BKHA as a single and continuous legal entity, both before and after the Domestication and the closing of the Business Combination; for the avoidance of doubt, from and after the Domestication, BKHA will be known as Vesicor Therapeutics Holdings, Inc., and all references herein to the “Company” shall be deemed to refer to

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Exhibit 10.1

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT

This First Amendment to Securities Purchase Agreement (this “Amendment”) is entered into as of September 21, 2026, by and among DEVVSTREAM CORP., an Alberta corporation (“DEVS”), EEME ENERGY SPV I LLC, a Wyoming limited liability company (“EEME”) and SOUTHERN ENERGY RENEWABLES, INC., a Louisiana corporation (“Southern”). DEVS, EEME and Southern are each referred to herein as a “Party” and collectively as the “Parties.”

RECITALS

A.	On June 30, 2026, the Parties entered into that certain Securities Purchase Agreement (as may be amended, restated, supplemented, or otherwise modified from time to time, the “Agreement”).

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Endovia Health Sciences, Inc.

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1112 N. Flagler Drive

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Fort Lauderdale, Fl, 33304

September 18, 2026

C/M Capital Master Fund, LP

1111 Brickell Avenue, Suite 2920

Miami, FL 33130

Attention: Jonathan Juchno

** **

Re:     Investment Pursuant to Exclusive License Agreement dated July 2, 2026, as amended

** **

This letter agreement (“Letter Agreement”) documents our understanding in connection with the Exclusive License Agreement dated July 2, 2026, as amended (the “License Agreement”) entered into by and between Endovia Health Sciences, Inc. f/k/a Splash Beverage Group, Inc. (the “Company”) and Argent Biopharma Limited (the “Licensor”) and acknowledged and agreed as to certain matters by C/M Capital Master Fund, LP (the “Investor”), establishing an exclusive license granted by Licensor to the Company and pursuant to which the Investor agreed to make certain investments as part of the transactions contemplated thereby.

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of September 22, 2026, between Forward Industries, Inc., a Texas 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 effective registration statement under the Securities Act (as defined below), 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

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September 22, 2026

Forward Industries, Inc.

111 Congress Avenue, Suite 500

Austin, Texas 78701

Dear Mr. Pruitt:

Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners, (“AGP” or the “Placement Agent”) as sole placement agent, and Forward Industries, Inc., a Texas corporation (the “Company”), that the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of shares (the “Shares”) of common stock, par value $0.01 per share (“Common Stock”) of the Company (the “Securities”). The Securities actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The terms of the Placement shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”), and nothing herein constitutes that the Placement Agent would have the power or authority to bind the Company or any Purchaser

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

PCB BANCORP AND PCB BANK

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of September 23, 2026 (the “Agreement Date”), and is effective as of January 1, 2027 (the “Effective Date”), by and among PCB Bancorp, a California corporation (“Parent”), PCB Bank, a California state-chartered bank (the “Bank,” and together with Parent, the “Company”), and Henry H. Kim, an individual (“Executive”). This Agreement amends, restates, and supersedes in its entirety that certain Employment Agreement dated as of January 1, 2018 (the “Original Agreement”), by and among Executive, the Bank (formerly known as Pacific City Bank), and Parent (formerly known as Pacific City Financial Corporation), as amended (the “Prior Agreement”).

WHEREAS, the Company desires to continue to employ Executive as the Chief Executive Officer of Parent and the Bank, and Executive desires to continue such employment, upon the terms and conditions set forth in this Agreement;

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Exhibit 10.3

SALE AND SERVICING AGREEMENT

among

FORD CREDIT AUTO OWNER TRUST 2026-C,
as Issuer,

FORD CREDIT AUTO RECEIVABLES TWO LLC,
as Depositor

and

FORD MOTOR CREDIT COMPANY LLC,
as Servicer

Dated as of September 1, 2026

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS		1
Section 1.1.	Usage and Definitions	1

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Exhibit 10.2

RECEIVABLES PURCHASE AGREEMENT

between

FORD MOTOR CREDIT COMPANY LLC,
as Sponsor

and

FORD CREDIT AUTO RECEIVABLES TWO LLC,
as Depositor

Dated as of September 1, 2026

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS		1
Section 1.1.	Usage and Definitions	1
ARTICLE II SALE AND PURCHASE OF PURCHASED PROPERTY		1
Section 2.1.	Sale of Purchased Property	1

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Exhibit 10.4

ADMINISTRATION AGREEMENT

between

FORD CREDIT AUTO OWNER TRUST 2026-C,
as Issuer,

and

FORD MOTOR CREDIT COMPANY LLC,
as Administrator

Dated as of September 1, 2026

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS		1
Section 1.1.	Usage and Definitions	1
ARTICLE II ADMINISTRATION OF ISSUER		1

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Exhibit 10.6

ASSET REPRESENTATIONS REVIEW AGREEMENT

among

FORD CREDIT AUTO OWNER TRUST 2026-C,
as Issuer

FORD MOTOR CREDIT COMPANY LLC,
as Servicer

and

CLAYTON FIXED INCOME SERVICES LLC,
as Asset Representations Reviewer

Dated as of September 1, 2026

TABLE OF CONTENTS

ARTICLE I USAGE AND Definitions		1
Section 1.1.	Usage and Definitions	1
Section 1.2.	Additional Definitions	1

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Exhibit 10.1

AMENDED AND RESTATED
TRUST AGREEMENT

between

FORD CREDIT AUTO RECEIVABLES TWO LLC,
as Depositor

and

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Owner Trustee

for

FORD CREDIT AUTO OWNER TRUST 2026-C

Dated as of September 1, 2026

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS		1
Section 1.1.	Usage and Definitions	1
ARTICLE II ORGANIZATION OF TRUST		1

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