Browse EX-10 agreements

***Executed Version ***

**LOCK-UP AND INVESTOR RIGHTS AGREEMENT **

This LOCK-UP AND INVESTOR RIGHTS AGREEMENT is made as a deed and as of October 8, 2026 (this “Agreement”) among Drilling Tools International Corporation, a Delaware corporation (the “Company”), and the Sellers party hereto (each a “Seller” and collectively, the “Sellers”), with Jack William Loggie acting as the Seller Representative for purposes of exercising the Sellers’ rights under this Agreement (the “Parties”).

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October 7, 2026

3i, LP

2 Wooster Street, 2nd Floor

New York, NY 10013

Attention: Maier J. Tarlow

	Re:	Third Side Letter — Closing under Series B Preferred Purchase Agreement

Dear Mr. Tarlow:

This letter agreement (this “Letter Agreement”) is entered into as of the date first written above, by and between Valion Bio, Inc., a Delaware corporation (the “Company”), and 3i, LP, a Delaware limited partnership (the “Purchaser”).

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SECURITIES PURCHASE AGREEMENT

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This **SECURITIES PURCHASE AGREEMENT **(the “Agreement”), dated as of October 2, 2026, by and between Eva Live Inc., a Nevada corporation, with headquarters located at 1800 Century Park East, Suite 600, Los Angeles, CA 90067 (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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SECURITY AGREEMENT

This SECURITY AGREEMENT, dated as of October 2, 2026 (this “Agreement”), is among Eva Live Inc., a Nevada corporation (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 October 2, 2026 (the “Purchase Agreement”), the Company has agreed to issue that certain 12% secured promissory note dated October 2, 2026, in the original principal amount of up to $1,875,000.00 (the “Note”);

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THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

**PROMISSORY NOTE **

September 30, 2026

Principal Amount: $250,000.00

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FORM OF AMENDED AND RESTATED VOTING, SUPPORT AND STANDSTILL AGREEMENT

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This Amended and Restated Voting, Support and Standstill Agreement (this “Agreement”), dated as of October 7, 2026, and effective as of September 30, 2026 (the “Effective Date”), by and among NextNRG, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company as listed on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”).

RECITALS

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WHEREAS, on August 13, 2026 (the “Original Effective Date”), (a) the Company and the Buyers entered into that certain Securities Purchase Agreement (the “Original Purchase Agreement”), pursuant to which (and subject to the terms and conditions set forth therein) the Company agreed to issue and sell to, and the Buyers have agreed to purchase from the Company, certain Securities, and (b) the Company and the Stockholders entered those certain Voting, Support and Standstill Agreements (the “Original Voting Agreements”);

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FORM

STOCK REPURCHASE AGREEMENT

THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of __________________, 2026, by and between __________________ (“Seller”) and XpresTest, Inc., a Delaware corporation (the “Company” or “Purchaser”).

RECITALS

WHEREAS, Seller acquired __________________ shares of Common Stock in the Company (the “Common Stock”) (the “Awarded Shares”) pursuant to that certain Notice of Restricted Stock Award and Restricted Stock Award Agreement, dated as of __________________ (the “Restricted Stock Agreement”);

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STOCK REPURCHASE AGREEMENT SIDE LETTER FORM

October __, 2026

[NAME]

	Re:	Stock Repurchase Agreement

Dear ___________:

Reference is hereby made to that certain Stock Repurchase Agreement (the “Stock Repurchase Agreement”), dated August 21, 2026, by and between __________ (“Seller” or “you”) and XpresTest, Inc. (the “Company”). Capitalized terms used but not otherwise defined in this letter (this “Side Letter”) shall have the meanings given to them in the Stock Repurchase Agreement.

In order to effectuate the parties’ mutual desire to consummate the transactions contemplated by the Stock Repurchase Agreement effective as of the date hereof, the Company and Seller hereby acknowledge, confirm and agree for all purposes under the Stock Repurchase Agreement as follows:

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Execution Version October 7, 2026 OIL-DRI CORPORATION OF AMERICA 410 North Michigan Avenue, Suite 400 Chicago, Illinois 60611 Attention: Chief Financial Officer Re: Amendment No. 5 to Amended and Restated Note Purchase and Private Shelf Agreement Ladies and Gentlemen: Reference is made to the Amended and Restated Note Purchase and Private Shelf Agreement (as amended by Amendment No. 1 to Amended and Restated Note Purchase and Private Shelf Agreement dated as of December 16, 2021, Amendment No. 2 to Amended and Restated Note Purchase and Private Shelf Agreement dated as of June 3, 2022, Amendment No. 3 to Amended and Restated Note Purchase and Private Shelf Agreement dated as of August 30, 2022, and Amendment No. 4 to Amended and Restated Note Purchase and Private Shelf Agreement dated as of September 21, 2023, the “Note Agreement”), dated as of May 15, 2020 between Oil-Dri Corporation of America, a Delaware corporation (the “Company”), on the one hand, and PGIM, Inc. (“Prudential”), the Existing Holders, the Effective Date Purchasers named in the Purchaser Schedule attached thereto a

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EXECUTION VERSION NINTH AMENDMENT TO CREDIT AGREEMENT This Ninth Amendment to Credit Agreement (this “Amendment”) dated as of October 7, 2026, is between Oil-Dri Corporation of America (the “Company”) and BMO Bank N.A. (the “Bank”). PRELIMINARY STATEMENTS A. The Company, the Domestic Subsidiaries of the Company, and the Bank are parties to a Credit Agreement dated as of January 27, 2006 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement” and, as the Existing Credit Agreement is amended and modified by this Amendment on the date hereof, the “Amended Credit Agreement”). All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in the Existing Credit Agreement. B. The Company and the Bank have agreed to amend the Existing Credit Agreement under the terms and conditions set forth in this Amendment. SECTION 1. AMENDMENTS. Upon satisfaction of the conditions precedent contained in Section 3 below, the Existing Credit Agreement (excluding the schedules a

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CONTROL SHARE PURCHASE AGREEMENT

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TRANSGLOBAL MANAGEMENT GROUP, INC.

VERSION 18

Effective as of October 2, 2026

This Control Share Purchase Agreement (this “Agreement”) is entered into as of the date on which the last signatory executes it (the “Execution Date”) by and among Marc Angell and Jacquie Angell (each a “Seller” and together, the “Sellers”), Third Life World, LLC, a Nevada limited liability company (“Buyer”), and Transglobal Management Group, Inc., a Florida corporation quoted under the trading symbol TMGI (“TMGI”), together they are the “Parties.”

RECITALS

A. At Closing, Marc Angell will be the sole record and beneficial owner of the two hundred (200) shares of TMGI Series A Preferred Stock described on Schedule A, which constitute the voting control block of TMGI and carry in the aggregate eighty percent (80%) of TMGI’s total voting power (the “Pref Shares A”).

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AMENDMENT TO THE

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Amendment No. 2 (this “Amendment”), dated as of October 1, 2026, to the Investment Management Trust Agreement (as defined below) is made by and between DT Cloud Star Acquisition Corporation, a British Virgin Island corporation (the “Company”), Wilmington Trust National Association, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.

WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement, dated July 24, 2024 (the “Trust Agreement”), and it was amended on October 22, 2025; and

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