Browse EX-10 agreements

**SALE AGREEMENT **

dated as of September 17, 2026

between

CAPITAL ONE AUTO RECEIVABLES, LLC

and

CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2026-1,

as Purchaser

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**TABLE OF CONTENTS **

| | | | | | | | | ----------------------------------------------------- | - | ----------------------------------------------------------------------------- | : | - | -: | - | | | | | | | | | | ARTICLE I DEFINITIONS AND USAGE | | | | | 1 | | | | | | | | | |

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**EXCLUSIVE COLLABORATION, OPTION AND LICENSE AGREEMENT **

THIS EXCLUSIVE COLLABORATION, OPTION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of this 14th day of September 2026 (the “Effective Date”), by and between HEBEI SENLANG BIOTECHNOLOGY CO., LTD., a company organized and existing under the laws of the People’s Republic of China (“Licensor”), and TEMPEST THERAPEUTICS, INC., a company organized and existing under the laws of Delaware (“Licensee”). Licensor and Licensee may each be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

WHEREAS, Licensor owns or controls certain Licensed Technology (as defined herein);

WHEREAS, Licensee desires to receive from Licensor certain rights to the Licensed Technology in order that Licensee may develop and commercialize Licensed Products in the Licensed Territory (as such terms are defined herein); and

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EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is made by and between Sadot Group Inc. (“SDOT”) a Nevada corporation (the “Company”) with an address located at 300 E. Renfro Street, Suite 300, Burleson, Texas 76028, and Michael D. Murray (“Employee”), as of September 15, 2026 (the “Effective Date”).

WHEREAS, the Company has offered employment to Employee and the parties wish to enter into this Agreement to document the terms and conditions of their relationship;

WHEREAS, the Compensation Committee of the Board of Directors of the Company, composed solely of independent directors, approved Employee’s appointment as an executive officer, this Agreement and the compensation provided for herein on September 15, 2026, in accordance with Nasdaq Listing Rule 5605(d)(3), and Employee was not present during the deliberations or voting concerning Employee’s own compensation;

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

This Amendment No. 1 to Employment Agreement (this “Amendment”) is entered into as of September 15, 2026 (the “Amendment Effective Date”), by and between Sadot Group Inc., a Nevada corporation (the “Company”), and Chagay [Haggai] Ravid (“Employee”).

WHEREAS, the Company and Employee are parties to that certain Employment Agreement effective as of May 28, 2025 (the “Employment Agreement”);

WHEREAS, under Section 1.1 of the Employment Agreement, Employee currently serves as Chief Executive Officer of the Company and, since August 21, 2026, has also served as Interim Chief Financial Officer of the Company and has been designated the Company’s principal financial officer and principal accounting officer, and the parties desire that Employee vacate the Chief Executive Officer position, the Interim Chief Financial Officer position and those designations while continuing his service as a member of the Board of Directors; and

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Execution Version

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SECOND AMENDED AND RESTATED

ASSET REPRESENTATIONS REVIEW AGREEMENT

among

VERIZON MASTER TRUST,
as Trust

CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS,
as Servicer

and

PENTALPHA SURVEILLANCE LLC,
as Asset Representations Reviewer

Dated as of April 23, 2024

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TABLE OF CONTENTS

Page

ARTICLE I	USAGE AND DEFINITIONS	1
Section 1.1	Usage and Definitions	1
Section 1.2	Additional Definitions	1
Section 1.3	Review Materials and Test Definitions	2

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FORM OF

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

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TABLE OF CONTENTS

Page

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

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To:	Peter Ludlum
From:	Pulmatrix, Inc.
Date:	September 16, 2026
Subject:	Retention Bonus Opportunity

Pulmatrix, Inc. (the “Company”) views you as a valued member of our team, and we need you to help the Company meet the challenges ahead. To recognize your service to the Company, and to retain your ongoing and future services relationship with the Company, we are pleased to present you with a retention bonus opportunity, subject to the terms and conditions set forth below.

We appreciate your commitment to the Company. To accept this retention bonus opportunity, please sign, date and return this letter.

TERMS AND CONDITIONS

1.	Retention Bonus.

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Palladium Capital Group, LLC

152 West 57TH Street, Floor 24

New York, NY 10019

Tel** (646) 485-7297**

JP@Palladiumcapital.Com

February 12, 2026

Peter Ludlum, Interim Chief Executive Officer

Pulmatrix, Inc.

945 Concord Street, Suite 1217

Framingham, MA 01701

	Re:	M&A Advisory Agreement

Dear Mr. Ludlum:

This letter agreement (this “Agreement”) sets forth the understanding and agreement between PALLADIUM CAPITAL GROUP, LLC, a Delaware limited liability company (“Palladium”), and PULMATRIX, INC., a Delaware corporation (the “Company”), with respect to the following:

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**[***] **Certain identified information has been excluded from this exhibit because (i) it is not material and (ii) is the type that Pulmatrix treats as private or confidential.

Palladium Capital Group, LLC

Carnegie Hall Tower

152 West 57TH Street, Floor 24

New York, NY 10019

Tel** (646) 485-7297**

JP@Palladiumcapital.Com

** **

March 23, 2026

Kevin Slawin, M.D., Chief Executive Officer

Eos SENOLYTIX, Inc.

[***]

	Re:	Engagement Letter

Dear Dr. Slawin:

This letter agreement (this “Agreement”) sets forth the understanding and agreement between PALLADIUM CAPITAL GROUP, LLC, a Delaware limited liability company (“Palladium”), and EOS SENOLYTIX, INC., a Delaware corporation (the “Company”), with respect to the following:

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EOS SENOLYTIX, INC.

2024 EQUITY INCENTIVE PLAN

1. Purpose; Eligibility.

1.1 General Purpose. The name of this plan is the EOS SENOLYTIX, INC. 2024 Equity Incentive Plan (the “Plan”). The purposes of the Plan are to (a) enable EOS SENOLYTIX, INC., a Delaware corporation (the “Company”), to attract and retain the types of Employees, Consultants and Directors who will contribute to the Company’s long range success; (b) provide incentives that align the interests of Employees, Consultants and Directors with those of the shareholders of the Company; and (c) promote the success of the Company’s business.

1.2 Eligible Award Recipients. The persons eligible to receive Awards are the Employees, Consultants and Directors of the Company and its Affiliates.

1.3 Available Awards. Awards that may be granted under the Plan include: (a) Incentive Stock Options, (b) Non-Qualified Stock Options, (c) Restricted Stock and (d) Restricted Stock Units.

2. Definitions.

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**NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. 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. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 20(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UP

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Exhibit 10.5

** **

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY OTHER APPLICABLE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE SECURITIES LAWS.

FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT

HEALTHY CHOICE WELLNESS CORP.

Issue Date: September [●], 2026 (the “Issue Date”)

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