Browse EX-10 agreements

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of July 31, 2026 (the “Effective Date”), by and between Fuel Tech, Inc., a Delaware corporation with its offices at 27601 Bella Vista Parkway, Warrenville, Illinoi 60555 (the “Company”), and Ramesh Nuggihalli (“Executive”).

RECITALS

WHEREAS, the Company desires to secure the services of Executive as its Chief Executive Officer and President; and

WHEREAS, Executive is willing to be employed by the Company and render such services upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1.	Position, Duties, and Board Governance

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NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

PRE-FUNDED COMMON STOCK PURCHASE WARRANT

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60 Degrees Pharmaceuticals, Inc.

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Warrant Shares:	[*]	Issue Date:		[*], 2026

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NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

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[SERIES A/SERIES B] COMMON STOCK PURCHASE WARRANT

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60 Degrees Pharmaceuticals, Inc.

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Warrant Shares:	[*]	Issue Date:	[*], 2026

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NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

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PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT

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60 Degrees Pharmaceuticals, Inc.

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Warrant Shares:	[*]	Issue Date:		July 31, 2026

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of July [___], 2026, between 60 DEGREES PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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RECITALS

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and/or Rule 506 of Regulation D promulgated thereunder, 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.

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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:

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into effective as of July [__], 2026, by and between 60 DEGREES PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

The Company and each Purchaser hereby agree as follows:

1.  Definitions.

Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice” shall have the meaning set forth in Section 6(d).

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Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”.

Portions of the schedules and exhibits have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant undertakes to furnish a copy of all omitted schedules and exhibits to the U.S. Securities and Exchange Commission upon its request.

Nakamoto, Inc.

300 10th Avenue South

Nashville, TN 37203

Tim Pickett

Re:	Separation Agreement and Release

Dear Mr. Pickett:

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Execution Version

ORDINARY SHARE REPURCHASE AGREEMENT

This Ordinary Share Repurchase Agreement, dated as of August 4, 2026 (this “Agreement”), is entered into by and between Greenlight Capital Re, Ltd., a Cayman Islands exempted company (the “Company”), and the David M. Einhorn 2021-07 Family Trust (the “Seller”), an affiliate of David Einhorn.

WHEREAS, Seller beneficially owns that number of Ordinary Shares (as defined below) set forth opposite its name on Schedule Aof this Agreement;

WHEREAS, the Company intends to effectuate repurchases of Ordinary Shares during the period August 7, 2026 to October 26, 2026 (the “Period”) in the open market, through privately negotiated transactions and/or a Rule 10b5-1 stock trading plan pursuant to and in accordance with the Company’s previously disclosed share repurchase plan approved by the Board (as defined below) on April 28, 2026, which is described in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2026 (the “Share Repurchase Authorization”); and

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***Execution Version ***

**AMENDMENT NO. 2 **

THIS AMENDMENT NO. 2, dated as of August 4, 2026 (this “Amendment”) is among HPS CORPORATE CAPITAL SOLUTIONS FUND, a Delaware statutory trust (the “Borrower”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (in such capacity, the “Collateral Agent”) and the Lenders party hereto.

W I T N E S S E T H:

WHEREAS, reference is made to that certain Senior Secured Revolving Credit Agreement, dated as of April 8, 2024 (as amended by that certain Amendment No. 1, dated as of April 23, 2025, the “Existing Credit Agreement” and, as amended by this Amendment and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders, the Collateral Agent and the Administrative Agent; and

WHEREAS, the parties hereto have agreed to make certain amendments to the Existing Credit Agreement.

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DEVELOPMENT AND COLLABORATION AGREEMENT

This Development and Collaboration Agreement (this “Agreement”) is entered into as of July 31, 2026 (the “Effective Date”), by and between Splash Beverage Group, Inc., a corporation duly organized and existing under the laws of the State of Nevada, listed on the NYSE American (NYSE American: SBEV), with its principal office at 1314 East Las Olas Boulevard, Suite 221, Fort Lauderdale, Florida 33301 (“Splash” or “SBEV”); and Lupvindol Biosciences Ltd., a private corporation organized and existing under the laws of Wyoming, with its principal office at __________ (“Lupvindol” or the “Company”). Splash and Lupvindol are each referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

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E****xhibit 10.1

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of July 31, 2026, between Calisa Acquisition Corp., a Cayman Islands exempted company (the “Company”, “Calisa”, or the “SPAC”), and the entity identified on the signature pages hereto the “Purchaser”).

WHEREAS, the Company has entered into that certain Agreement and Plan of Merger, dated as of March 6, 2026 (the “Merger Agreement”), by and among the Company, Calisa Merger Sub Inc., a Cayman Islands exempted company (“Merger Sub”), and Goodvision AI Inc., a Cayman Islands exempted company (“Goodvision” or the “Target Company”), pursuant to which, upon the consummation of the transactions contemplated by the Merger Agreement (the “Business Combination”), Goodvision will become a wholly owned subsidiary of the Company, and the Company will continue as the surviving publicly traded parent company and will be renamed Goodvision AI Holding Limited (the “Surviving PubCo”);

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 31, 2026, between Calisa Acquisition Corp, a Cayman Islands exempted company (the “SPAC”), which will, upon consummation of the business combination contemplated thereby, become the surviving publicly traded parent company (“Surviving PubCo” or the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

This Agreement is made pursuant to the Amended and Restated Securities Purchase Agreement, dated as of the date hereof, between Goodvision (or its applicable affiliate) and each Purchaser, pursuant to which, upon consummation of the Business Combination, Surviving PubCo will issue the Registrable Securities to the Purchasers (the “Purchase Agreement”).

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