Browse EX-10 agreements

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“the Agreement”) is made and entered into as of August 17, 2026 (effective as of April 1, 2026), by and between Duos Technologies Group, Inc., a Florida corporation with its principal place of business located a 7660 Centurion Parkway, Suite 100, Jacksonville, Florida 32256 (the “Company”), and F. Douglas Recker, an individual and resident of the State of Florida (the “Executive”) and together with the Company, the “Parties” and each, a “Party”.

RECITALS

A.****The Company wishes to employ Executive as Chief Executive Officer because Executive possesses certain knowledge and skills relating to the Company’s business, structure and operations that the Company wishes to retain for the development and success of the Company’s business.

B.****The Company wishes to employ Executive, and Executive wishes to be employed by the Company, on the terms and conditions contained herein.

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“the Agreement”) is made and entered into as of September 1, 2026 (effective as of June 15th, 2026), by and between Duos Technologies Group, Inc., a Florida corporation with its principal place of business located at 6551 Gate Parkway, Suite 400, Jacksonville, Florida 32256 (the “Company”), and Dipan D. Patel an individual and resident of the State of Florida (the “Executive”) and together with the Company, the “Parties” and each, a “Party”.

RECITALS

A.****The Company wishes to employ Executive as Chief Operating Officer because Executive possesses certain knowledge and skills relating to the Company’s business, structure and operations that the Company wishes to retain for the development and success of the Company’s business.

B.****The Company wishes to employ Executive, and Executive wishes to be employed by the Company, on the terms and conditions contained herein.

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SPONSOR SUPPORT AGREEMENT

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THIS SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of September 10, 2026, by and among (i) Aperture Sponsor LLC, a Delaware limited liability company (“Sponsor”), (ii) Aperture AC, a Cayman Islands exempted company (“SPAC”), and (iii) Atlantic HPC Group Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Agreement will have the meanings ascribed to such terms in the Business Combination Agreement, by and among SPAC, the Company and AP Ocean Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of SPAC (“Merger Sub”), among other parties thereto, dated as of the date hereof (as it may be amended, supplemented, modified and/or restated from time to time, the “Business Combination Agreement”).

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*FORM OF COMPANY SUPPORT AGREEMENT *

This Company Support Agreement (this “Agreement”) is made as of September 10, 2026 by and among (i) Aperture AC, a Cayman Islands exempted company incorporated with limited liability (together with its successors, including after giving effect to the Domestication (as defined below), “SPAC”), (ii) Atlantic HPC Group Inc., a Delaware corporation (the “Company”), and (iii) AHPC Holding LLC (the “Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.

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FORM OF LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September 10, 2026 by and among (i) Aperture AC, a Cayman Islands exempted company (together with its successors, including after giving effect to the Domestication (as defined below), “SPAC”), (ii) Aperture Sponsor LLC, a Delaware limited liability company in the capacity under the Merger Agreement (as defined below) as SPAC Representative thereunder (including any successor SPAC Representative appointed in accordance therewith, the “SPAC Representative”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.

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NON-COMPETITION AND NON-SOLICITATION AGREEMENT

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is entered into as of [●], 2026, by [________________] (the “Subject Party”) in favor of and for the benefit of Aperture AC, a Cayman Islands exempted company (together with its successors, the “SPAC”), Atlantic HPC Group Inc., a Delaware corporation (together with its successors, the “Company”), and each of SPAC’s and/or the Company’s respective present and future Subsidiaries (collectively with SPAC and the Company, the “Covered Party” or “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.

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***AMENDMENT TO LETTER AGREEMENT ***

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THIS AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of September 10, 2026, and shall be effective as of the Closing (defined below), by and among (i) Aperture AC, a Cayman Islands exempted company (together with its successors, the “Company”), (ii) Aperture Sponsor LLC, a Delaware limited liability company (the “Sponsor”), (iii) the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team and who, along with the Sponsor and other transferees of the applicable Company securities, is referred to as an “Insider” pursuant to the terms of the Letter Agreement (as defined below). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Letter Agreement (as defined below) (and if such term is not defined in the Letter Agreement, then in the BCA (as defined below)).

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RECITALS

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**Exhibit 10.2 **

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WALLACHBETH CAPITAL LLC

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CONFIDENTIAL	September 11, 2026

Tenon Medical, Inc.

Attention: Steven M. Foster

104 Cooper Court

Los Gatos, CA 95032

The purpose of this financial advisory agreement (this “Agreement”) is to confirm the engagement of WallachBeth Capital LLC (“WallachBeth”) by Tenon Medical, Inc. (the “Company”) to render Financial Services (as defined below) to the Company.

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TENON MEDICAL, INC.

104 Cooper Court

Los Gatos, CA 95032

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September 11, 2026

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To the Holder of August 2026 Series A Common Stock Purchase Warrants

Re: Inducement Offer to Exercise Existing Series A Common Stock Purchase Warrants

Dear Holder:

TENON MEDICAL, INC. (the “Company”) is pleased to offer (this “Inducement Offer”) to you (“Holder”, “you” or similar terminology) the opportunity to receive new warrants to purchase up to a number of shares (the “New Warrant Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), equal to 150% of the number of shares of Common Stock issuable to you pursuant to the exercise of that certain Series A Common Stock Purchase Warrant issued to you on August 31, 2026 less the number of shares previously exercised under such warrant (“Existing Warrants”), as more particularly set forth on the signature page hereto, in consideration for exercising for cash any or all such Existing Warrants. The issuance, or resale, of shares of Common Stock underlying the Existing Warrants have been regist

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NEITHER THE ISSUANCE NOR 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 FILED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS 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.

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BINDING SUMMARY OF PRINCIPAL TERMS

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Acquisition of Envoy Technologies, Inc. by CID HoldCo, Inc.

This summary of principal terms (this “Term Sheet”) summarizes the binding terms upon which CID HoldCo, Inc. (Nasdaq: DAIC) (“DAIC”) will acquire all of the outstanding capital stock of Envoy Technologies, Inc. (“Envoy”) from BladeRanger Ltd. (TASE: BLRN) (“BladeRanger”). Blink Charging Co. (“Blink”) is the holder of Envoy’s $12,500,000 convertible note. This Term Sheet is intended to be, and upon execution by DAIC, Envoy and BladeRanger (each, a “Party” and collectively, the “Parties”), shall constitute, a legally binding and enforceable agreement between the Parties with respect to the matters set forth herein. The Parties intend to enter into the Definitive Agreements (as herein defined) to further document and effect the transactions contemplated hereby; however, the absence of executed Definitive Agreements shall not affect the binding nature of this Term Sheet, and in the event Definitive Agreements are not executed (but subject to a

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