Browse EX-10 agreements

TECHNOLOGY LICENSE AGREEMENT

by and between

** **

TESSERA DEFENSE AND HOMELAND SECURITY INC.

(formerly BiomX Inc.)

and

** **

M.E.A. TESTING SYSTEMS LTD.

Dated as of September 16, 2026

TECHNOLOGY LICENSE AGREEMENT

This Technology License Agreement (this “Agreement”) is entered into as of September 16, 2026 (the “Effective Date”), by and between Tessera Defense and Homeland Security Inc., a Delaware corporation formerly named BiomX Inc. (“Tessera”), and M.E.A. Testing Systems Ltd., an Israeli private company, registration number 512558669 (“MEA” or the “Licensor”). Tessera and the Licensor are each a “Party” and together the “Parties.”

RECITALS

A. Tessera, Mayers Ventures LLC and the other parties thereto entered into a Share Purchase and Option Agreement dated August 5, 2026, as amended by Amendment No. 1 dated September 16, 2026 (as amended, the “SPA”), providing for, among other things, the acquisition by Tessera of an equity interest in MEA.

…

AMENDMENT NO. 1

TO SHARE PURCHASE AND OPTION AGREEMENT

(M.E.A. Testing Systems Ltd. Equity)

This Amendment No. 1 (this “Amendment”) is made as of September 16, 2026 between Tessera Defense and Homeland Security Inc., a Delaware corporation formerly named BiomX Inc. (NYSE American: HLSQ) (the “Purchaser” or “Tessera”), and Mayers Ventures LLC (the “Seller”), and amends the Share Purchase and Option Agreement dated August 5, 2026 between the Purchaser and the Seller (the “Agreement”). Capitalized terms used and not defined in this Amendment have the meanings given in the Agreement.

RECITALS

A. The Agreement provides for the purchase by the Purchaser of 324,573 shares of M.E.A. Testing Systems Ltd. (the “Company”), representing 10% of the Company’s share capital on a Fully Diluted Basis, for a cash payment of $50,000 and 1,300,000 restricted shares of the Purchaser’s common stock, and for the grant of the Control Option.

…

STOCK PURCHASE AGREEMENT

** **

This Stock Purchase Agreement (this “Agreement”) is dated as of September 17, 2026, between Calidi Biotherapeutics, 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 effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, shares of Common Stock 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

…

TECHNOLOGY ASSET PURCHASE AGREEMENT

** **

This Technology Asset Purchase Agreement (this “Agreement”) is entered into as of June 1, 2026, by and between Glow Holdings, Inc., a Nevada corporation (the “Company” or “Buyer”), and Ana Teresa Lopez, an individual (“Seller”). Buyer and Seller may each be referred to herein individually as a “Party” and collectively as the “Parties.”

	1.	Background

** **

Seller owns, controls, developed, or otherwise holds certain technology assets, software-related rights, business materials, operational methodologies, branding assets, workflows, databases, documentation, and related proprietary rights associated with the business and technology concept known as “Wabiam” and/or “Wabiam Soluciones Tecnológicas” (collectively, the “Wabiam Technology Assets”).

…

EXECUTIVE EMPLOYMENT AGREEMENT

This **Executive Employment Agreement **(this “Agreement”) is entered into effective as of August 20, 2026 (the “Effective Date”), by and between Glow Holdings, Inc., a Nevada corporation (the “Company”), and Daniela Carolina Mujica Chacon (“Executive”).

RECITALS

** **

WHEREAS, Executive currently serves as the Company’s Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary and sole director;

**WHEREAS, **the Company desires to secure Executive’s continued leadership and services in connection with the Company’s ongoing business transition, technology development, financing, reporting, compliance and commercialization activities;

**WHEREAS, **in consideration of Executive’s continued service and the duties and obligations undertaken under this Agreement, the Company has authorized the issuance to Executive of 36,000,000 shares of the Company’s restricted common stock, par value $0.001 per share (the “Equity Compensation”); and

…

****SPIN-OUT AND MEMBERSHIP INTEREST TRANSFER AGREEMENT

** **

TeleCare Home Health LLC

** **

This **Spin-Out and Membership Interest Transfer Agreement **(this “Agreement”) is entered into effective as of August 20, 2026 (the “Effective Date”), by and between Glow Holdings, Inc., a Nevada corporation (“Glow” or the “Transferor”), and Alonzo V. Pierce (“Transferee”).

RECITALS

** **

WHEREAS, Glow acquired one hundred percent (100%) of the membership interests of TeleCare Home Health LLC, a Texas limited liability company (“TeleCare”), on October 29, 2025;

**WHEREAS, **prior to Glow's acquisition of TeleCare, TeleCare was controlled by Alonzo V. Pierce, who at that time also served as Glow's President and Chief Executive Officer;

**WHEREAS, **following the April 2026 change in control of Glow and Glow's subsequent strategic transition toward enterprise software, workflow automation, operational analytics, AI-enhanced business tools and SaaS-related technologies, Glow has determined that TeleCare is no longer aligned with Glow's continuing business strategy;

…

GLOW HOLDINGS, INC.

SUBSCRIPTION AGREEMENT

Registered Direct Public Offering

*** ***

Up to 35,000,000 Shares of Common Stock at $0.01 Per Share

This Subscription Agreement (this “Agreement”) is entered into by and between Glow Holdings, Inc., a Nevada corporation (the “Company”), and the undersigned subscriber (the “Subscriber”) in connection with the Company's offering (the “Offering”) of up to 35,000,000 shares of its common stock, par value $0.001 per share (the “Shares”), at a fixed offering price of $0.01 per Share pursuant to an effective registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Securities Act”).

The Offering is being conducted by the Company on a “best efforts” basis, with no minimum offering amount and no escrow arrangement currently contemplated. The Company may conduct one or more rolling closings after the registration statement is declared effective by the Securities and Exchange Commission (the “SEC”).

…

Execution

---

SERIES 2026-3 ACCOUNT CONTROL AGREEMENT

among

VERIZON MASTER TRUST,
as Grantor

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Secured Party

and

U.S. BANK NATIONAL ASSOCIATION,
as Financial Institution

Dated as of September 22, 2026

---

---

TABLE OF CONTENTS

Page

ARTICLE I USAGE AND DEFINITIONS		1
Section 1.1	Usage and Definitions	1
ARTICLE II ESTABLISHMENT OF COLLATERAL ACCOUNTS		1

…

To:		Halozyme Therapeutics, Inc. 12390 El Camino Real San Diego, CA 92130
From:		[ ⚫ ]
Re:		[Base][Additional] Capped Call Transaction
Ref. No:		[ ⚫ ]1

…

Execution Version

AMENDED AND RESTATED FINANCING AGREEMENT

Dated as of September 18, 2026

among

DEVELOPMENT VAULT, LLC

(as Borrower)

S2G BUILDERS SPECIAL OPPORTUNITIES FUND I, LP
(as Administrative Agent for the Lenders and Collateral Agent for the Secured Parties)

and

THE LENDERS PARTY HERETO

CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***].

---

TABLE OF CONTENTS

Page

ARTICLE 1 DEFINITIONS AND RULES OF INTERPRETATION    2

1.1    Definitions    2

1.2    Rules of Interpretation    35

ARTICLE 2 GENERAL PROVISIONS RELATING TO FACILITIES    36

2.1    The Facilities    36

2.2    Commitments; Decrease of Commitment.    40

2.3    Fees    41

2.4    Other Payment Terms    42

2.5    Pro Rata Treatment    48

2.6    Change of Circumstances    48

2.7    Alternate Office; Minimization of Costs    50

2.8    Incremental Commitments    51

2.9    Security Agreements    52

…

FIRST AMENDMENT TO

CONSULTING SERVICES AGREEMENT

** **

This First Amendment to Consulting Services Agreement (this “Amendment”) is entered into as of September 18, 2026 (the “Amendment Effective Date”), by and between Caring Brands, Inc. (the “Company”) and Myall Luna Ventures Inc. (the “Consultant”).

RECITALS

** **

WHEREAS, the Company and the Consultant entered into that certain Consulting Services Agreement effective as of September 2, 2026 (the “Agreement”);

WHEREAS, pursuant to the Agreement, the Consultant currently provides financial and accounting management and related services to the Company; and

WHEREAS, the Company and the Consultant desire to amend the Agreement to reflect the Consultant’s expanded responsibilities, including the provision of Chief Financial Officer services to the Company, and to modify the monthly consulting fee payable under the Agreement.

**NOW, THEREFORE, **in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Chief Financial Officer Services

** **

…

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of September 18, 2026, between Alaunos 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 effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) as to the Shares and the Pre-Funded Warrants (each as defined herein) (collectively, the “Securities”), the Company desires to offer and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company the Securities as provided in this Agreement.

…