Browse EX-10 agreements

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of August 13, 2026, by and among Longevity Health Holdings, Inc, a Delaware corporation whose principal place of business is located at 2403 Sidney Street, Suite 300 Pittsburgh, PA 15203 (the “Company”), Carmell Regen Med Corporation (f/k/a Carmell Therapeutics Corporation), a Delaware corporation and wholly owned subsidiary of the Company (“Carmell Regen”), and the Purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).

WHEREAS, Carmell Regen and the Purchaser are parties to that certain Securities Purchase Agreement dated January 19, 2022.

WHEREAS, pursuant to the Securities Purchase Agreement, Carmell Regen issued to the Purchaser the Existing Note and the Warrant.

WHEREAS, pursuant to a Debt Assignment and Assumption Agreement, dated as of the date hereof (the “Debt Assignment and Assumption Agreement”), by and between the parties hereto, the Company assumed the obligations of Carmell Regen under the Existing Note.

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SUBSIDIARY GUARANTEE

This SUBSIDIARY GUARANTEE (this “Guarantee”), dated as of August 13, 2026, is made by Carmell Regen Med Corporation, a Delaware corporation (f/k/a Carmell Therapeutics Corporation) (“Carmell Regen”), and Carmell Cosmetics Corporation, a Delaware corporation (“Carmell Cosmetics” and, together with Elevai, Carmell Regen and Carmell Cosmetics, collectively, the “Guarantors” and, each, a “Guarantor”), in favor of Puritan Partners LLC (the “Purchaser”).

W I T N E S S E T H:

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AMENDED AND RESTATED SECURITY AGREEMENT

AMENDED AND RESTATED SECURITY AGREEMENT, dated as of August 13, 2026 (this “Agreement”), among Longevity Health Holdings, Inc., a Delaware corporation (the “Company”), Carmell Regen Med Corporation, a Delaware corporation, Carmell Cosmetics Corporation, a Delaware corporation (collectively with the Company and each other Debtor from time to time hereunder, the “Debtors” and each, a “Debtor”) and Puritan Partners LLC, as a Secured Party and Collateral Agent for the Secured Parties (the “Collateral Agent”). This Agreement amends and restates in its entirety the Security Agreement dated as of January 19, 2022 (the “Prior Security Agreement”) by and among Carmell Regen Med Corporation and the Collateral Agent.

W I T N E S S E T H:

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AMENDED AND RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENT

This Amended and Restated Intellectual Property Security Agreement (“IP Security Agreement”) dated as of August 13, 2026, is made and entered into by and among Longevity Health Holdings, Inc., a Delaware corporation (the “Company”), any subsidiary of the Company that is a signatory hereto either now joined or joined in the future (such subsidiaries, together with the Company, the “Debtors”), and Puritan Partners LLC, as a Secured Party and Collateral Agent for the Secured Parties (the “Collateral Agent”). This Agreement amends and restates in its entirety the Intellectual Property Security Agreement dated as of January 19, 2022 (the “Prior Security Agreement”) by and among Carmell Regen Med Corporation and the Collateral Agent.

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SECURITIES PURCHASE AGREEMENT

**THIS SECURITIES PURCHASE AGREEMENT **(“Agreement”) is made as of August 13, 2026 by and among PSQ Holdings, Inc., a Delaware corporation, with an address at 515 W Aspen Street, Suite 200C, Bozeman, Montana 59715 (the “Company”), and Fountain Ripple V LLC, Donald J. Trump, Jr., B&C Trust Dated November 14, 2019, Willie Langston, and James Celli, each an individual (each, an “Investor” and collectively, the “Investors”).

Recitals:

A.            The Company is a corporation with a class of securities registered under the Securities Exchange Act of 1934, as amended;

B.             Each Investor is a current member of the Board of Directors of the Company;

C.             Each Investor desires to purchase shares of the Company’s Class A common stock, par value $0.0001 per share (“Shares”), upon the terms and subject to the conditions stated in this Agreement; and

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MASTECHDIGITAL,INC.

2008STOCKINCENTIVEPLAN

(asamendedandrestated)

RESTRICTEDSTOCK UNIT (RSU) AGREEMENT

THIS RESTRICTED STOCK UNIT (RSU) AGREEMENT (this “Agreement”) is made as of the date set forth on Schedule A hereto (the “Grant Date”) by and between Mastech Digital, Inc., a Pennsylvania corporation (the “Corporation”), and the person named on Schedule A hereto (the “Grantee”).

WHEREAS, Grantee is a valuable employee of the Corporation or one of its subsidiaries (each, an “Affiliate”) and the Corporation considers it desirable and in its best interest that Grantee be given an inducement to acquire a proprietary interest in the Corporation and an incentive to advance the interests of the Corporation by granting the Grantee restricted stock units representing the right to receive shares of common stock, par value $.01 per share, of the Corporation (the “Stock”); and

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PROMISSORY NOTE

Principal Amount: $500,000.00

Date: August 10, 2026

FOR VALUE RECEIVED, the undersigned ("Borrower") hereby promises to pay to the Suzanne D. Lord Spousal Estate Reduction Trust dated January 17, 2025 ("Lender"), or its permitted assigns, the principal sum of Five Hundred Thousand Dollars ($500,000.00), together with interest thereon, pursuant to the terms set forth below.

The proceeds of this Note shall be used by the Borrower for short-term working capital and general corporate purposes.

1.	Principal

The Borrower acknowledges receipt of the principal amount of $500,000.00.

2.	Interest

The outstanding principal balance shall bear interest at the rate of nine percent (9.00%) per annum, calculated on the basis of a 365-day year and the actual number of days elapsed.

No payments of principal or interest shall be due prior to the Maturity Date.

3.	Maturity

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STONEBRIDGE ACQUISITION II CORPORATION

One World Trade Center, Suite 8500

New York, New York 10007

August 10, 2026

Scieniti LLC

1104 Linnea Ln

Southlake, Texas 76092

Re: Waiver of Administrative Services Fee

This Waiver of Administrative Services Fee (this “Waiver”) is entered into as of August 10, 2026, by and between StoneBridge Acquisition II Corporation, a Cayman Islands exempted company (the “Company”), and Scieniti LLC, an affiliate of StoneBridge Acquisition Sponsor II LLC (the “Services Provider”).

WHEREAS, the Company and the Service Provider are parties to that certain Administrative Services Agreement, dated as of September 29, 2025 (the “Administrative Services Agreement”), pursuant to which the Service Provider provides certain office space, utilities, and secretarial and administrative support to the Company in exchange for a monthly fee of US$10,000; and

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**Execution Version **

GM FINANCIAL,

as Lender

and

GMF LEASING LLC,

as Depositor

2026-3 EXCHANGE NOTE SALE AGREEMENT

Dated as of June 30, 2026

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TABLE OF CONTENTS

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**Execution Version **

GMF LEASING LLC,

as Transferor,

and

GM FINANCIAL AUTOMOBILE LEASING TRUST 2026-3,

as Transferee

2026-3 EXCHANGE NOTE TRANSFER AGREEMENT

Dated as of June 30, 2026

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TABLE OF CONTENTS

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**Execution Version **

ACAR LEASING LTD.,

as the Titling Trust

GM FINANCIAL,

as Servicer

APGO TRUST,

as Settlor

and

COMPUTERSHARE TRUST COMPANY, N.A.,

as Indenture Trustee and Collateral Agent

*              *

2026-3 SERVICING SUPPLEMENT

Dated as of June 30, 2026

*              *

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TABLE OF CONTENTS

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**Execution Version **

ASSET REPRESENTATIONS REVIEW AGREEMENT

among

GM FINANCIAL AUTOMOBILE LEASING TRUST 2026-3,

as Issuer

GM FINANCIAL,

as Servicer

and

CLAYTON FIXED INCOME SERVICES LLC,

as Asset Representations Reviewer

Dated as of June 30, 2026

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TABLE OF CONTENTS

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