Browse EX-10 agreements

AMENDMENT NO. 2

TO

SECURITIES PURCHASE AGREEMENT

This Amendment No. 2 to Securities Purchase Agreement (this “Amendment”) is entered into as of September 16, 2026, by and among Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the Persons listed on the signature pages hereto (each, an “Investor” and together, the “Investors”).

RECITALS

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WHEREAS, the Company and each of the Persons listed on Exhibit A attached thereto entered into that certain Securities Purchase Agreement, dated as of June 11, 2026, as amended on August 12, 2026 (the “Agreement”);

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WHEREAS, Section 8.16 of the Agreement provides that no amendment, modification, alteration, waiver or change in any of the terms of the Agreement shall be valid or binding unless made in writing and duly executed by the Company and a Majority in Interest of the Investors;

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**Exhibit 10.2 **

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AMENDMENT NO. 1

TO

EXCHANGE AGREEMENT

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This **Amendment No. 1 to Exchange Agreement **(the “Amendment”) is made as of September ___, 2026, by and among Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the undersigned Holders.

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WHEREAS, the undersigned Holders are parties to that certain Exchange Agreement, by and among the Company and the Holders listed on Exhibit A thereto, dated as of June 11, 2026 (the “Exchange Agreement”), pursuant to which the Company issued prefunded warrants to each Holder;

WHEREAS, pursuant to Section 8.16 of the Exchange Agreement, Section 2.4 and Section 2.5 of the Exchange Agreement may only be amended with the written consent of the Company and each Holder; and

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FIRST AMENDMENT TO

SECURED PROMISSORY NOTE AND SECURITY AGREEMENT

This First Amendment to Secured Promissory Note and Security Agreement (this “Amendment”) is entered into as of September 12, 2026 by and among CHRONOSCALE INTERMEDIATE, LLC (f/k/a EKSO BIONICS HOLDINGS, INC.), a Nevada limited liability company (“Borrower”) and EKSO BIONICS, INC., a Delaware corporation (“Guarantor” and, together with Borrower, each, a “Loan Party” and collectively, the “Loan Parties”), each having its primary business address at 2440 Sand Hill Road, Suite 400, Menlo Park, CA 94025, and B. RILEY COMMERCIAL CAPITAL, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”), having its primary business address at 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025.

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THIS PROMISSORY NOTE (THIS “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 MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

**PROMISSORY NOTE **

Principal Amount: $300,000		Dated as of June 16, 2026
		New York, New York

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**PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT **

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Lower Cross Acquisitions Corp, a Cayman Islands exempted company (the “Company”), and Lower Cross Sponsor LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to purchase an aggregate of 350,000 units (up to 372,500 units to the extent that the Purchaser exercises its over-allotment option in connection with the Public Offering) (the “Private Placement Units”), each Private Placement Unit comprised of one Ordinary S

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Lower Cross Acquisitions Corp
780 Third Avenue, 37th Floor

New York, New York 10017

June 16, 2026

Lower Cross Sponsor LLC
780 Third Avenue, 37th Floor

New York, New York 10017

	RE:	Securities Subscription Agreement

Ladies and Gentlemen:

This agreement (the “Agreement”) is entered into on June 9, 2026, by and between Lower Cross Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Lower Cross Acquisitions Corp, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares of the Company’s Class B ordinary shares (the “Ordinary Shares”), $0.0001 par value per share, up to 750,000 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “**Over

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[●], 2026

Lower Cross Acquisitions Corp

18 Lower Cross Road

Greenwich, Connecticut 06831

Re: Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Lower Cross Acquisitions Corp, a Cayman Islands exempted company (the “Company”) and BTIG, LLC as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 20,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustme

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INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between Lower Cross Acquisitions Corp, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

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**PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT **

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Lower Cross Acquisitions Corp, a Cayman Islands exempted company (the “Company”), and BTIG, LLC (“BTIG” or the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to purchase an aggregate of 250,000 units (or up to 287,500 units to the extent that the underwriters exercise their over-allotment option in connection with the Public Offering) (the “Private Placement Units”), each Private Placement Unit comprised of one Ordinary Share (the “***Private Unit Sh

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Lower Cross Acquisitions Corp

18 Lower Cross Road

Greenwich, Connecticut 06831

[●], 2026

Lower Cross Sponsor LLC

18 Lower Cross Road

Greenwich, Connecticut 06831

	Re:	Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Lower Cross Acquisitions Corp (the “Company”) and Lower Cross Sponsor LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Lower Cross Acquisitions Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. [●]) (the “Registration Statement”) including a prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable public warrant (the “Public Warrant”), each whole Public Warrant entitling the holder thereof to purchase one Ordinary Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and between Lower Cross Acquisitions Corp, a Cayman Islands exempted company (the “Company”), Lower Cross Sponsor LLC, a Delaware limited liability company (the “Sponsor”), BTIG, LLC (the “Representative”) and each of the undersigned parties listed on the signature page hereto (the Sponsor together with the Representative and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

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