Browse EX-10 agreements

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

FIRST AMENDMENT TO REVENUE INTEREST FINANCING AGREEMENT

This FIRST AMENDMENT TO REVENUE INTEREST FINANCING AGREEMENT (this “Amendment”) is entered into as of June 24, 2026, by and between Nuvation Bio Inc., a Delaware corporation (the “Company”), and Sagard Healthcare Partners Funding Borrower SPE 2, LP, a Delaware limited partnership (the “Investor”). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them by the Existing RIFA (as defined below).

RECITALS

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[Dealer name and address]

 

To:

  

Nuvation Bio Inc.

1500 Broadway, Suite 1401

New York, New York 10036

From:

  

[Dealer]

Re:

  

[Base][Additional] Capped Call Transaction

Date:

  

[____], 2026

Dear Ladies and Gentlemen:

The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction”) between [Dealer] (“Dealer”) and Nuvation Bio Inc., a Delaware corporation (“Counterparty”). This communication constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.

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Execution Version

AMENDMENT NO. 7

AMENDMENT NO. 7, dated as of June 30, 2026 (this “Amendment”), by and among LUMEXA IMAGING, INC., a Delaware corporation (the “LII Borrower”), LUMEXA IMAGING OUTPATIENT, INC., a Delaware corporation (the “LIO Borrower” and together with the LII Borrower, the “Borrowers”), LUMEXA IMAGING INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“LII Holdings”), LUMEXA IMAGING OUTPATIENT INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“LIO Holdings” and together with LII Holdings, the “Holding Entities”), the other Loan Parties party hereto, the Lenders (as defined below) party hereto and Barclays Bank PLC, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”).

W I T N E S S E T H

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valvolinefy26tlbamendmen

[[8607221]] EXHIBIT 10.1 AMENDMENT NO. 1 AMENDMENT NO. 1, dated as of June 30, 2026 (this “Amendment”), to the Second Amended and Restated Credit Agreement, dated as of December 1, 2025 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among Valvoline Inc., a Kentucky corporation (the “Borrower”), the Lenders and L/C Issuers from time to time party thereto and The Bank of Nova Scotia (“Scotia”), as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Credit Agreement. PRELIMINARY STATEMENTS Pursuant to Section 2.17 of the Credit Agreement, the Borrower intends to (a) refinance all of the Term B Loans outstanding under the Credit Agreement immediately prior to the Amendment No. 1 Effective Date (as defined below) (the “Initial Term B Loans”) by incurring a new Class of Refinancing Term Loans (the “Amendment No. 1 Term B Loans”) under the Credit Agreement, including pu

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Execution Copy

 

EMPLOYMENT AGREEMENT

 

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of June 24, 2026 by and between Alex Martini (“Executive”) and Blockfusion Digital Infrastructure, Inc. (the “Company”).

WHEREAS, the Company, Blue Acquisition Corp., Atlas I Merger Sub, Atlas Merger Sub, Inc., and Blockfusion USA, Inc. have entered into a Business Combination Agreement and intend to effectuate the transactions contemplated thereby (the “Merger”); and

WHEREAS, the Company desires to employ Executive as its Chief Executive Officer pursuant to the terms and conditions set forth in this Agreement following the closing of the Merger (the date on which such closing occurs, the “Closing Date”), subject to and contingent upon the closing of the Merger, and effective as of the Closing Date (such date on which this Agreement becomes effective, the “Effective Date”), and Executive desires to accept such employment on the terms and conditions set forth in this Agreement.

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Execution Copy

EMPLOYMENT AGREEMENT

 

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of June 24, 2026 by and between Robert Scott (“Executive”) and Blockfusion Digital Infrastructure, Inc. (the “Company”).

WHEREAS, the Company, Blue Acquisition Corp., Atlas I Merger Sub, Atlas Merger Sub, Inc., and Blockfusion USA, Inc. have entered into a Business Combination Agreement and intend to effectuate the transactions contemplated thereby (the “Merger”); and

WHEREAS, the Company desires to employ Executive as its General Counsel pursuant to the terms and conditions set forth in this Agreement following the closing of the Merger (the date on which such closing occurs, the “Closing Date”), subject to and contingent upon the closing of the Merger, and effective as of the Closing Date (such date on which this Agreement becomes effective, the “Effective Date”), and Executive desires to accept such employment on the terms and conditions set forth in this Agreement.

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Execution Copy

 

EMPLOYMENT AGREEMENT

 

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of June 24, 2026 by and between Kant Trivedi (“Executive”) and Blockfusion Digital Infrastructure, Inc. (the “Company”).

WHEREAS, the Company, Blue Acquisition Corp., Atlas I Merger Sub, Atlas Merger Sub, Inc., and Blockfusion USA, Inc. have entered into a Business Combination Agreement and intend to effectuate the transactions contemplated thereby (the “Merger”); and

WHEREAS, the Company desires to employ Executive as its Chief Operating Officer pursuant to the terms and conditions set forth in this Agreement following the closing of the Merger (the date on which such closing occurs, the “Closing Date”), subject to and contingent upon the closing of the Merger, and effective as of the Closing Date (such date on which this Agreement becomes effective, the “Effective Date”), and Executive desires to accept such employment on the terms and conditions set forth in this Agreement.

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 23, by and between URBAN-GRO, INC., a Delaware corporation, with headquarters located at 1751 Panorama Point, Unit G, Lafayette, Colorado, 80026 (the “Company”), and AGILE HUDSON PARTNERS LLC, a Delaware limited liability company, with its address at 641 Lexington Avenue, 17th Floor, New York, NY 10022 (the “Buyer”).

 

WHEREAS:

 

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

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CONSULTING AGREEMENT

 

This consulting agreement (“Agreement”) is entered into as of November 20, 2025 (the “Effective Date”) between Hudson Global Ventures, LLC, a Nevada limited liability company (“Consultant”) and Urban-GRO, Inc., a Delaware corporation (“COMPANY”) (collectively, the “Parties”).

 

RECITAL

 

A. WHEREAS, COMPANY deems it to be in its best interest to retain Consultant to render to the COMPANY such services as may be needed; and

 

B. WHEREAS, the Parties agree, after having a complete understanding of the services desired and the services to be provided, that the COMPANY desires to retain Consultant to provide such assistance through its services for the COMPANY, and Consultant is willing to provide such services to the COMPANY; and

 

NOW, THEREFORE, in consideration of the mutual promises, conditions, and covenants herein contained, the Parties hereby agree as follows:

 

1. Duties and Consultant’s Fee.

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NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: Up to $1,395,000.00

Issue Date: March 23, 2026

Purchase Price: Up to $1,260,000.00

 

PROMISSORY NOTE

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NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. 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.

 

COMMON STOCK PURCHASE WARRANT

 

URBAN-GRO, INC.

 

Warrant Shares: 186,000

Date of Issuance: March 23, 2026 (“Issuance Date”)

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REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 25, 2026, is made and entered into by and among Futurewave Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Futurewave Capital Solutions Limited, a British Virgin Island (“BVI”) business company (the “Sponsor”) (the Sponsor together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).

 

RECITALS

 

WHEREAS, the Sponsor and certain other Holders (if any) collectively own an aggregate of 3,700,125 Ordinary Shares (the “Founder Shares”), par value $0.0001 per share (the “Ordinary Shares”), of the Company, issued prior to the date hereof in a private placement and pursuant to certain transfers;

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