Browse EX-10 agreements

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Form of Vertical Data Inc.

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Subscription Agreement

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Shares of Common Stock

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This Subscription Agreement (this “Agreement”) made as of _______, 2026, is by and between Vertical Data, Inc., a corporation organized and existing under the laws of the State of Nevada (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers” or the “undersigned”).

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AMENDMENT NO. 4

TO THE

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Amendment No. 4 (this “Amendment”), dated as of August 11, 2026, to the Investment Management Trust Agreement (as defined below) is made by and between Embrace Change Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, 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 as of August 9, 2022 (the “Trust Agreement”):

WHEREAS, Section l(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein;

WHEREAS, the Amendment No. 3 of the Trust Agreement amended the Last Date from August 12, 2025 to August 12, 2026 and the Company is not required to make any deposit into the Trust Account for the extension of the twelve months;

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**PLACEMENT AGENCY AGREEMENT **

August 11, 2026

CleanCore Solutions, Inc.

5718 Westheimer Road, Suite 1000

Houston, Texas 77057

Attn: Tyler Hassen

Dear Mr. Hassen:

This letter agreement (the “Agreement”) constitutes the agreement between Curvature Securities, LLC (“Curvature”), as placement agent (the “Placement Agent”) and CleanCore Solutions, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), pursuant to which the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of shares of Class B common stock (the “Shares”) of the Company, par value $0.0001 per share (“Common Stock”), pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”), and common warrants to purchase shares of Common Stock (the “Common Warrants” and, together with the Shares and the Pre-Funded Warrants, the “Securities”). The parties acknowledge that the Placement may be conducted as a c

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Form of Lock-Up Agreement

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Date: [●], 2026

Curvature Securities, LLC

39 Main Street
Chatham, NJ 07928

Ladies and Gentlemen:

As an inducement to Curvature Securities, LLC (the “Placement Agent”) to execute a placement agency agreement (the “Placement Agency Agreement”), for a registered offering, which may be conducted as a confidentially marketed public offering, of certain securities (the “Offering”) of certain securities (the “Securities”) of CleanCore Solutions, Inc., a Nevada corporation, and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees that without, in each case, the prior written consent of the Placement Agent (which consent may be withheld in its sole discretion, but shall not be unreasonably withheld) during the period specified in the second succeeding paragraph (the “Lock-Up Period”), the undersigned will not without the prior consent of the Placement Agent:

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as August 11, 2026, between CleanCore Solutions, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I.
DEFINITIONS

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								Exhibit 10.1

August 5, 2026

Keith Costello

[Address Redacted]

Dear Keith,

Rimini Street, Inc. (Rimini Street) is pleased to provide this offer of employment to you as Executive Vice President & Chief Operating Officer (“COO”), reporting to Seth Ravin, CEO (“Offer of Employment”). The Chief Operating Officer job description is enclosed. You will be based in your home office in Arizona, with a targeted start date of August 17, 2026 (“Start Date”).

Your annual salary will be $460,000, which per pay period will be $19,166.67, paid semi-monthly, subject to required withholding and deductions. You will have the opportunity to participate in the Company Bonus Plan with a target bonus of 81.74% of your annual salary at 100% achievement of all objectives, with the ability to earn more with overachievement. The Company Bonus Program terms and conditions are described in the Company Bonus Plan Document.

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SECOND Amendment** AGREEMENT**

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This Second Amendment Agreement (this “Amendment”), dated as of August 12, 2026, is by and between ENvue Medical, Inc., a Delaware corporation (the “Company”), and the holder listed on the signature pages attached hereto (the “Holder”).

WITNESSETH

WHEREAS, pursuant to that certain Securities Purchase Agreement, dated as of July 18, 2025, as amended pursuant to that certain Amendment Agreement on January 30, 2026 (collectively, the “Purchase Agreement”), the Holder was issued shares of Series H Convertible Preferred Stock, par value $0.001 per share (the “Preferred Stock”), the terms of which are set forth in the Certificate of Designations of the Preferred Stock (as amended, the “Certificate of Designations”);

WHEREAS, the Company and the Holder desire to amend certain provisions of the Purchase Agreement as set forth in this Amendment; and

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COMMON SHARES PURCHASE AGREEMENT

This COMMON SHARES PURCHASE AGREEMENT is made and entered into as of August 12, 2026 (this “Agreement”), by and between [***] (the “Investor”), and ENvue Medical, Inc., a Delaware corporation (the “Company”).

RECITALS

WHEREAS, the parties desire that, upon the terms and subject to the conditions and limitations set forth herein, the Company may issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to the lesser of (i) $50,000,000 (the “Total Commitment”) in aggregate gross purchase price of duly authorized, validly issued, fully paid and non-assessable shares of common stock of the Company, par value $0.001 per share (the “Common Shares”) and (ii) the Exchange Cap (to the extent applicable under Section 3.3); and

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MASTER LICENSE AND SERVICES AGREEMENT

THIS MASTER LICENSE AND SERVICES AGREEMENT is entered into as of August 10, 2026 (“Effective Date”) by and between Fusemachines Inc., a Delaware corporation (“Provider”) and Qintess Holding e Participações Ltda a Brazilian limited liability company and its Affiliates (“Client”). Each of Provider and Client is sometimes referred to in this Agreement as a “Party” and collectively as the “Parties.”

WHEREAS, the parties desire to enter into this Agreement for the purpose of Provider furnishing certain products and/or services to Client from time to time.

In consideration of the mutual agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties agree as follows:

SECTION 1. DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

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STRATEGIC SHARE ISSUANCE AGREEMENT

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This STRATEGIC SHARE ISSUANCE AGREEMENT (this “Agreement”) is entered into as of July __ 2026 (the “Effective Date”), by and between Fusemachines, Inc., a Delaware corporation (the “Company”), and **Qintess Holding e Participações Ltda., **a Brazilian limited liability company (the “Client”, and together with the Company, the “Parties”, and each, a “Party”).

RECITALS

WHEREAS, the Company provides enterprise artificial intelligence, agentic AI, and technology transformation services;

WHEREAS, pursuant to the terms of the MSA, the Client has agreed to purchase a minimum of $6,500,000 of Services (collectively, the “Committed Services Spend”) over the three (3) year period starting on the Effective Date (the “Term”); and

WHEREAS, in connection with the MSA and subject to the achievement of the Committed Services Spend, the Company has agreed to issue up to 1,250,000 shares of its common stock, par value $0.0001 per share (“Shares”), on the terms and conditions set forth below.

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SOUND POINT MERIDIAN CAPITAL, INC.

MANAGEMENT FEE WAIVER AGREEMENT

August 3, 2026

Sound Point Meridian Capital, Inc.

375 Park Avenue, 34th Floor

New York, NY 10152

San Francisco, CA 94104

Dear Ladies and Gentlemen:

This letter (the “Agreement”) will confirm the agreement between Sound Point Meridian Capital, Inc. (the “Company”) and Sound Point Meridian Management Company, LLC (the “Adviser”), as follows:

1.	The Company is a non-diversified closed-end management investment company that has registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the “1940 Act”).

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AGRICULTURAL IMPORT AND SUPPLY AGREEMENT

ENGLISH MASTER VERSION

This Agricultural Import and Supply Agreement (this “Agreement”) is entered into as of Aug. 10, 2026 (the “Effective Date”), by and between Reborn Coffee, Inc., a Delaware corporation having its principal office at 580 N. Berry Street, Brea, California 92821 (“Reborn”), and THE MIGHTY OAK INC, having its address at 2141 East 51st Street, Vernon, CA 90058 (“Mighty Oak”). Reborn and Mighty Oak may individually be referred to as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Reborn is a Nasdaq Capital Market listed company (for general informational purposes only, and this reference shall not expand either Party’s obligations hereunder);

WHEREAS, Reborn acts as a Principal in purchasing, importing, storing, and selling agricultural products by leveraging its sourcing network to secure products directly from farms and producers; and

WHEREAS, Mighty Oak possesses vendor codes capable of supplying major retailers in the United States;

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