Browse EX-10 agreements

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SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the "Agreement") , dated and effective July 9 , 2026 , by and between EDGEMODE, INC . , a Nevada corporation, with headquarters located at 110 E . Broward Blvd . , Suite 1700 , Ft . Lauderdale, FL 33301 (the " Company " ) and CLEARTHINK CAPITAL PARTNERS, LLC, with its address at 210 West 77 th Street, # 7W , New York , NY 10024, (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 the rules and regulations as promulgated by the United States Securities and Exchange Commission (the " SEC") under the Securities Act of 1933 , as amended (the " 1933 Act " ) ; B. Buyer desires to purchase and the Company desires to issue and sell , upon the terms and conditions set forth in this Agreement a 12 % convertible note of the Company, in the form attached hereto as Exhibit A (the " Note") in the principal amount of up to $ 1 , 150 , 000 (note being in the amount of up to $ 1 , 000 , 000 . 00 and containing an

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DEBT SETTLEMENT AND SHARE ISSUANCE AGREEMENT

This Debt Settlement and Share Issuance Agreement (this “Agreement”) is entered into as of August 21, 2026 (the “Effective Date”), by and between:

Sadot Group Inc., a Nevada corporation (the “Company”); and

Shakawe Capital LLC, a Wyoming limited liability company (the “Creditor” or the “Holder”).

The Company and the Creditor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

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CONSENT, WAIVER AND ACKNOWLEDGMENT

This Consent, Waiver and Acknowledgment (this “Agreement”), dated as of August 21, 2026, is entered into by and between Sadot Group Inc., a Nevada corporation (the “Company”), and [***], a Delaware limited liability company (the “Investor”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the EPFA (as defined below).

RECITALS

WHEREAS, the Company and the Investor are parties to that certain Equity Purchase Facility Agreement, dated as of July 16, 2026 (as amended, restated or supplemented from time to time, the “EPFA”), pursuant to which, among other things, the Company may, subject to the terms and conditions thereof, issue and sell to the Investor up to an aggregate of $100.0 million of shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”);

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ASSIGNMENT AND ASSUMPTION OF DEBENTURES

This ASSIGNMENT AND ASSUMPTION OF DEBENTURES (this “Agreement”) is made and entered into as of August 21, 2026 (the “Effective Date”), by and among 622 Capital, LLC, a limited liability company (“622 Capital”), Cecilia Castro and Harding Castro, individuals, as tenants in common (together, the “Castro Holders” and, together with 622 Capital, each an “Assignor” and collectively the “Assignors”), Shakawe Capital LLC, a Wyoming limited liability company (“Assignee”), and, solely for purposes of Sections 4, 6 and 7 hereof, Sadot Group Inc., a Nevada corporation (the “Company”). Capitalized terms used but not defined herein have the meanings ascribed to them in the applicable Purchase Agreement (as defined below).

RECITALS

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CONSENT, WAIVER AND ACKNOWLEDGMENT

This Consent, Waiver and Acknowledgment (this “Agreement”), dated as of August 21, 2026, is entered into by and between Sadot Group Inc., a Nevada corporation (the “Company”), and [***] (the “Holder”), for itself and in its capacities as the Lead Buyer, as the Required Holder (as defined in the Securities Purchase Agreement), as the holder of the July Note (as defined below) and as Collateral Agent pursuant to the Securities Purchase Agreement (as defined below). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Securities Purchase Agreement or the July Note (each as defined below), as applicable.

RECITALS

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**EXECUTION VERSION **

**FIFTH AMENDMENT TO **

**RECEIVABLES PURCHASE AND FINANCING AGREEMENT **

This Fifth Amendment to Receivables Purchase and Financing Agreement (this “Amendment”), dated as of August 20, 2026, is among PHILLIPS 66 RECEIVABLES LLC, a Delaware limited liability company, as SPE (together with its successors and assigns, the “SPE”); PHILLIPS 66 COMPANY, a Delaware corporation, as Servicer (in such capacity, together with its successors and assigns in such capacity, the “Servicer”); the Purchaser/Lenders party to the RPFA (as hereinafter defined); TRUIST BANK (“Truist”), as a Purchaser/Lender; PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Administrative Agent (in such capacity together with its successors and assigns in such capacity, the “Administrative Agent”); and PNC CAPITAL MARKETS LLC, a Pennsylvania limited liability company, as Structuring Agent (the “Structuring Agent”).

W I T N E S S E T H:

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OPEN MARKET SALE AGREEMENTSM

August 21, 2026

JEFFERIES LLC
520 Madison Avenue 

New York, New York 10022

Ladies and Gentlemen:

Nuvectis Pharma, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.00001 per share (the “Common Shares”), having an aggregate offering price of up to the Maximum Program Amount (as defined below) on the terms set forth in this agreement (this “Agreement”).

Section 1. DEFINITIONS

(a)            Certain Definitions. For purposes of this Agreement, capitalized terms used herein and not otherwise defined shall have the following respective meanings:

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Execution Copy

GUARANTEE AND ASSUMPTION AGREEMENT

This Guarantee and Assumption Agreement (this “Agreement”) is signed as of August 17, 2026 (the “Signing Date”) and effective as of the Effective Date as defined in Section 1.3 below, by and between Non-Invasive Monitoring Systems, Inc., a Florida corporation (the “Guarantor” or “Successor Entity”), being the surviving or resulting public company through which the RTO (as defined below) has been or is being consummated; and BZH SPO LLC, a Delaware limited liability company (the “Lender”).

RECITALS

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THE LOANS HEREUNDER HAVE BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” FOR U.S. FEDERAL INCOME TAX PURPOSES. THE (1) ISSUE PRICE, (2) AMOUNT OF ORIGINAL ISSUE DISCOUNT, (3) ISSUE DATE, (4) YIELD TO MATURITY FOR SUCH NOTE, AND (5) ANY OTHER INFORMATION REQUIRED TO BE MADE AVAILABLE BY U.S. TREASURY REGULATIONS MAY BE OBTAINED BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE BORROWER AT THE FOLLOWING ADDRESS: 30 HUDSON YARDS, SUITE 7500, NEW YORK, NY, 10001; ATTN: KKR INFRASTRUCTURE CONGLOMERATE LLC.

August 18, 2026

The Borrowers Listed on Schedule 1.01(B),

as the Borrowers,

Mizuho Bank, Ltd.
as Administrative Agent and Letter of Credit Issuer,

Mizuho Bank, Ltd.
as Collateral Agent,

Mizuho Bank, Ltd. and KKR Capital Markets
as Joint Lead Arrangers

and

the Lendersfrom time to time party hereto

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

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