Browse EX-10 agreements

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

This First Amendment to Asset Purchase Agreement (this “Amendment”) is entered into as of May 22, 2026, by and between Profusa Inc., a Delaware corporation, with its principal place of business at 626 Bancroft Way, Suite A, Berkeley, CA 94710 (“Buyer”), and Bio Insights LLC, a limited liability company, with its principal place of business at 108 Rotary Drive, Summit, NJ 07901 (“Seller,” and together with Buyer, the “Parties,” and each individually, a “Party”).

RECITALS

WHEREAS, Buyer and Seller are parties to that certain Asset Purchase Agreement, dated as of April 21, 2026 (the “Agreement”), pursuant to which Seller agreed to sell, transfer, assign, convey, and deliver to Buyer substantially all of the know-how assets relating to the PanOmics Platform, and Buyer agreed to purchase and acquire such assets from Seller, on the terms and subject to the conditions set forth therein;

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​	​	Exhibit 10.1

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MASTER COLLABORATIONANDLICENSE****AGREEMENT

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This Master Collaboration and License Agreement ("Agreement") is entered into and effective as of the date of last signature ("Effective****Date") by and between Aspira Women's Health Inc. having an address at 121117 Bee Caves Road, Building III, Suite l 00, Austin, TX 78738 ("Aspira") and The Cleveland Clinic Foundation, an Ohio non-profit corporation having an address at 9500 Euclid Avenue, Cleveland, Ohio 44195, United States **("CCF").**Each of Aspira and CCF may be referred to herein as a "Party" to this Agreement, and together, as the "Parties".

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RECITALS

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**WHEREAS,**Aspira is a diagnostic company focused on women's health.

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**WHEREAS,**CCF is a non-profit educational, research and health care institution;

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PELOTON INTERACTIVE, INC. 441 9th Ave.,

New York, NY 10001

May 21, 2026

Mr. Siddharth Thacker

[***]

Via Email

Dear Sid:

Peloton Interactive, Inc. (the “Company”) is pleased to offer you employment on the following terms, commencing on June 22, 2026 (the “Commencement Date”):

1.Position. Your title will be Chief Financial Officer and you will report to the Company’s Chief Executive Officer and President. This is a full-time position. While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company. By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company. During your employment, you may (A) consistent with Company governance policies, serve on corporate boards or committees of businesses that are not competitors of the Company, with prior written approval of the Chief Executive Officer an

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FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT

This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of May 22, 2026, is entered into by and between Nocera, Inc., a Nevada corporation (the “Company”), and [•] (the “Buyer” or “[•]”). The Company and the Buyer are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Company and the Buyer are parties to that certain Securities Purchase Agreement, dated as of October 31, 2025 (the “Purchase Agreement”), pursuant to which the Company agreed to issue and sell to the Buyer, and the Buyer agreed to purchase from the Company, Senior Secured Convertible Notes of the Company (the “Notes”) convertible into shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), upon the terms and subject to the conditions set forth therein; and

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 22, 2026, is made by and between [•], a Delaware limited liability company (the “Investor”), and NOCERA, INC., a Nevada corporation (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS, the Company and the Investor have entered into that certain Equity Purchase Facility Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to $100.0 million of newly issued Common Stock (as defined below) (the “Common Shares”); and

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EQUITY PURCHASE FACILITY AGREEMENT

THIS EQUITY PURCHASE FACILITY AGREEMENT (this “Agreement”), dated as of May 22, 2026, is made by and between [•], a Delaware limited liability company, or its registered assigns (the “Investor”) and Nocera, Inc. a Nevada corporation (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to an aggregate of $100 million (the “Commitment Amount”) in newly issued shares of common stock of the Company, par value $0.001 per share (the “Common Shares”);

WHEREAS, the Common Shares are listed on the Nasdaq Capital Market under the symbol “NCRA”;

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APERTURE AC

835 Wilshire Boulevard, 5th Floor

Los Angeles, CA, 90017

May 20, 2026

Aperture Sponsor LLC

835 Wilshire Boulevard, 5th Floor

Los Angeles, CA, 90017

	Re:	Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Aperture AC (the “Company”) and Aperture Sponsor LLC (the “Services Provider” and 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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THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

EXCHANGE AGREEMENT

This Exchange Agreement (this “Agreement”) is entered into as of May 21, 2026 (the “Effective Date”) by and between Streeterville Capital, LLC, a Utah limited liablity company (“Lender”), and Jaguar Health, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Royalty Interest (as defined below).

A. Company previously sold and issued to Investor that certain Royalty Interest dated August 24, 2022 (the “Royalty Interest”) pursuant to that certain Royalty Interest Purchase Agreement dated August 24, 2022 (the “Purchase Agreement,” and together with the Royalty Interest and all other documents entered into in conjunction therewith, the “Transaction Documents”).

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THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

EXCHANGE AGREEMENT

This Exchange Agreement (this “Agreement”) is entered into as of May 21, 2026 (the “Effective Date”) by and between Streeterville Capital, LLC, a Utah limited liablity company (“Lender”), and Jaguar Health, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Royalty Interest (as defined below).

A. Company previously sold and issued to Investor that certain Royalty Interest dated August 24, 2022 (the “Royalty Interest”) pursuant to that certain Royalty Interest Purchase Agreement dated August 24, 2022 (the “Purchase Agreement,” and together with the Royalty Interest and all other documents entered into in conjunction therewith, the “Transaction Documents”).

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Exhibit 10.2

DIRECTOR AGREEMENT

THIS DIRECTOR AGREEMENT (the “Agreement”) is made effective as of the 19th day of May 19, 2026, and is by and between BluSky AI Inc. a Nevada corporation and a US public company (hereinafter referred to as the “Company”), and Whitney O. Cluff (hereinafter referred to as the “Director”).

WHEREAS, it is essential to the Company to retain and attract as directors the most capable persons available to serve on the board of directors of the Company (the “Board”).

WHEREAS, the Board believes that Director possesses the necessary qualifications and abilities to serve as a director of the Company and desires to appoint the Director to fill an existing vacancy on the Board and to perform the duties of an Director.

WHEREAS the Director desires to be so appointed for such position and to perform the duties required of such position in accordance with the terms and conditions of this Agreement.

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Exhibit 10.1

DIRECTOR AGREEMENT

THIS DIRECTOR AGREEMENT (the “Agreement”) is made effective as of the 19th day of May, 2026, and is by and between BluSky AI Inc. a Nevada corporation and a US public company (hereinafter referred to as the “Company”), and Theodor P. Botts (hereinafter referred to as the “Director”).

WHEREAS, it is essential to the Company to retain and attract as directors the most capable persons available to serve on the board of directors of the Company (the “Board”).

WHEREAS, the Board believes that Director possesses the necessary qualifications and abilities to serve as a director of the Company and desires to appoint the Director to fill an existing vacancy on the Board and to perform the duties of an Director.

WHEREAS the Director desires to be so appointed for such position and to perform the duties required of such position in accordance with the terms and conditions of this Agreement.

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THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND JUNIOR CONVERTIBLE NOTES

This THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND JUNIOR CONVERTIBLE NOTES (“Amendment”) is dated as of May 22, 2026, and is entered into by and among Roadzen Inc., a BVI business company limited by shares incorporated with limited liability in the British Virgin Islands (the “Company”), and _______________________ (the “Purchaser”). The Company and the Purchaser are hereinafter sometimes collectively referred to as the “Parties” and each individually as a “Party”.

RECITALS:

WHEREAS, the Company and the Purchaser are party to (i) that certain Securities Purchase Agreement dated November 20, 2025 (as amended on January 20, 2026 and February 25, 2026, the “November SPA”), and (ii) that certain Junior Convertible Note issued by the Company to the Purchaser pursuant to the November SPA, dated November 21, 2025, in the original principal amount of $5,555,555 (as amended on January 20, 2026, the “Note”);

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