Browse EX-10 agreements

BGLC / RYET | CogniAI Healthcare

**CogniAI Healthcare Licence and **

Strategic Collaboration Agreement

BioNexus Gene Lab Corp. and Ruanyun Edai Technology Inc.

This Agreement is made between BioNexus Gene Lab Corp., a Wyoming corporation (BGLC), and Ruanyun Edai Technology Inc., a Cayman Islands exempted company (RYET). It is binding from the date of the last signature below (Effective Date). Under it, RYET licenses CogniAI to BGLC for Malaysia, BGLC pays for the licence in shares, and the parties make a reciprocal share investment to support their collaboration in Malaysia and Southeast Asia.

1 Definitions

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**1.1 Definitions. **In this Agreement:

Additional Field means an industry added to the Field under Clause 3.3.

Affiliate means an entity that BGLC controls through a majority of voting rights or other lawful control.

Business Day means a day on which banks are open in Kuala Lumpur.

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Execution Version

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STOCK PURCHASE AGREEMENT

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by and among

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CERO THERAPEUTICS HOLDINGS, INC.,

as Seller,

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and

SRX GLOBAL, INC.,

as Buyer

Dated as of October 6, 2026

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STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 6, 2026, is made by and among CERo Therapeutics Holdings, Inc., a Delaware corporation (“Seller”), and SRX Global Inc., a Delaware corporation formerly known as SRX Health Solutions, Inc. (the “Buyer” or “SRX”). Seller and Buyer are referred to herein collectively as the “Parties” and each individually as a “Party.” Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.

RECITALS

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SPONSOR SUPPORT AGREEMENT

THIS SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 5, 2026, by and among (i) ST SPONSOR II LIMITED, a Cayman Islands exempted company (“Sponsor”), (ii) CHARLTON ARIA ACQUISITION CORPORATION, a Cayman Islands exempted company (“SPAC”), and (iii) KQC QUANTUM, INC., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Agreement have the meanings ascribed to such terms in the Business Combination Agreement, by and among SPAC, Parent, KQC MS LIMITED, a Cayman Islands exempted company and wholly owned subsidiary of Parent (“Merger Sub”), KOREA QUANTUM COMPUTING CO., LTD. (“KQC Korea”), and Sponsor solely for the purposes specified therein, dated as of October 5, 2026 (as it may be amended, supplemented, modified and/or restated from time to time, the “Business Combination Agreement”).

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PARENT SUPPORT AGREEMENT

This Parent Support Agreement (this “Agreement”) is made as of October 6, 2026 by and among (i) CHARLTON ARIA ACQUISITION CORPORATION, a Cayman Islands exempted company (“SPAC”), (ii) KQC QUANTUM, INC., a Delaware corporation (“Parent”), and (iii) the undersigned stockholders of Parent (collectively, the “Holders” and each, a “Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement, dated as of the date hereof, by and among SPAC, Parent, KQC MS LIMITED, a Cayman Islands exempted company and wholly owned subsidiary of Parent (“Merger Sub”), and KOREA QUANTUM COMPUTING CO., LTD. (“KQC Korea”) (as it may be amended, supplemented, modified and/or restated from time to time, the “Business Combination Agreement”).

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October 6, 2026

Matthew Latino

Delivered via email

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Dear Mr. Latino:

This employment agreement (this “Agreement”) is made and entered into effective as of October 7, 2026 (the “Effective Date”), by and between FuelCell Energy, Inc., a Delaware corporation (the “Corporation”), and you.

WHEREAS, the Corporation and you desire to enter into this Agreement to set forth the terms and conditions of your employment relationship with the Corporation; and

WHEREAS, you acknowledge that by executing and delivering this Agreement, you will obtain certain rights, compensation, and benefits from the Corporation and that, such rights, compensation, and benefits constitute valid consideration to you.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties agree as follows:

	I.	Position and Duties.

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October 6, 2026

Michael Bishop

Executive Vice President, Chief Financial Officer

via Hand Delivery and Email

Re:       Executive Transition and Separation Agreement

Dear Mr. Bishop:

This executive transition and separation agreement (this “Agreement”) confirms that you will cease to serve in the role of Executive Vice President, Chief Financial Officer and Treasurer of FuelCell Energy, Inc. (the “Company”) effective as of October 6, 2026 (the “Transition Date”) and that you and the Company have agreed that you will continue to be employed by the Company for an additional six (6) month period (the “Transition Period”) in a new, advisory role of “Senior Advisor to the Chief Executive Officer” (the “Transition Employment”), effective October 7, 2026, through and including April 6, 2027 (the “Separation Date”), subject to the terms and conditions set forth herein. You also agree to resign, effective as of the Transition Date, from any other positions as an executive officer, officer or director you may hold with the Company or any of its subsidiaries.

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STOCK PURCHASE AGREEMENT

by and among

CERO THERAPEUTICS HOLDINGS, INC.,

as Seller,

and

SRX GLOBAL, INC.,

as Buyer

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Dated as of October 6, 2026

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 6, 2026, is made by and among CERo Therapeutics Holdings, Inc., a Delaware corporation (“Seller”), and SRX Global Inc., a Delaware corporation formerly known as SRX Health Solutions, Inc. (the “Buyer” or “SRX”). Seller and Buyer are referred to herein collectively as the “Parties” and each individually as a “Party.” Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.

RECITALS

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Settlement Agreement and Mutual Release

This Settlement Agreement and Mutual Release (Agreement) is entered into as of the Effective Date defined below by IBS Equity Fund III, LLC (Equity Fund) and IBS Private Credit Fund IV, LLC (Credit Fund), each for itself, subject to Section 1.5, and together the IBS Parties or IBS; Dalrada Technology Group, Inc. (Dalrada); the seven Genefic entities listed in Schedule A, together with every other person identified as a Borrower, Company, Credit Party, Pledgor, Guarantor or Corporate Guarantor in, or listed on Schedule A or Exhibit A to, any Financing Document (together, Genefic Parties); and Brian Bonar, individually (Bonar). Dalrada and the Genefic Parties are the Company Parties. The Company Parties and Bonar are the Company Side. The signatories are the Parties.

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 6, 2026 by and between Pine Tree Acquisition 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. 333-292289) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering (the “Offering”) of the Company’s units (the “Units”), each of which consists of one Class A ordinary share, par value $0.0001 per share (the “Shares”), and one right entitling the holder thereof to receive three-fourths of one Share upon the completion of an initial Business Combination (as defined below), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

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October 6, 2026

Pine Tree Acquisition Corp.

418 Broadway, #6538

Albany, NY 12207

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 between Pine Tree Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Maxim Group LLC as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 11,500,000 of the Company’s units (including up to 1,500,000 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 right (the “Rights”). Each Right entitles the holder to receive three-fourths of one Class A Ordinary Share upon consummation of a Business Combination (defined below). The Units shall be sold in the

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of October 6, 2026 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and Pine Tree Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Pine Tree Sponsor Group, LLC (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units (the “Public Units”), each Public Unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Share”) and one right entitling the holder thereof to receive three-fourths of one Share upon the completion of an initial business combination (each, a “Right”).

WHEREAS, the Purchaser has agreed to purchase an aggregate of 135,000 units (the “Private Placement Units”) concurrently with the closing of the Public Offering.

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**PINE TREE ACQUISITION CORP. **

UNDERWRITING AGREEMENT

New York, New York

October 6, 2026

Maxim Group LLC

300 Park Avenue, 16th Floor

New York, NY 10022

As Representative of the Underwriters

named on Schedule A hereto

Ladies and Gentlemen:

Pine Tree Acquisition Corp., a Cayman Islands exempted company, limited by shares (the “Company”), hereby confirms its agreement with Maxim Group LLC (the “Representative” or “Maxim”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:

1. Purchase and Sale of Securities.

1.1 Firm Securities.

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