Browse EX-10 agreements

TRANSITION AGREEMENT

This Transition Agreement (this “Agreement”) is made and entered into as of September 30, 2026 (the “Effective Date”), by and between Range Impact, Inc., a Nevada corporation (“Range”), and MRR CNG, LLC, a Connecticut limited liability company (“MRR”). Range and MRR are each individually referred to herein as a “Party” and collectively as the “Parties” to this Agreement.

RECITALS:

A. Range and MRR are parties to that certain Consulting Agreement dated effective as of December 31, 2025 (the “Consulting Agreement”).

B. Pursuant to and in accordance with the terms of this Agreement, the Parties desire to terminate the Consulting Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants, and obligations set forth below, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

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SUBSCRIPTION AGREEMENT

RANGE IMPACT, INC.

THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2026 (the “Effective Date”), by and between Range Impact, Inc., a Nevada corporation (the “Company”), and Wicks Building LLC, a Connecticut limited liability company (the “Subscriber”). Each of the Company and the Subscriber shall individually be referred to as a “Party” and together as the “Parties” to this Agreement.

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RECITALS:

WHEREAS, effective as of the Effective Date, Range Bluegrass (as defined below) and the Subscriber entered into that certain Transition Agreement (the “Transition Agreement”), thereby terminating that certain Membership Interest Option and Cash Distribution Right Agreement dated effective as of December 31, 2025; and

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TRANSITION AGREEMENT

This Transition Agreement (this “Agreement”) is made and entered into as of September 30, 2026 (the “Effective Date”), by and between Range Bluegrass Land, LLC, an Ohio limited liability company (“Range Bluegrass”), and MRR CNG, LLC, a Connecticut limited liability company (“MRR”). Range Bluegrass and MRR are each individually referred to herein as a “Party” and collectively as the “Parties” to this Agreement.

RECITALS:

A. Range Bluegrass and MRR are parties to a certain Option Agreement and a certain Memorandum of Option Agreement, each dated effective as of December 31, 2025 (together, the “Option Agreement”) which provides MRR with an Option to purchase the Option Property. Capitalized terms used but not otherwise defined in this Agreement shall have the meaning assigned to them in the Option Agreement.

B. Pursuant to and in accordance with the terms of this Agreement, the Parties desire to terminate the Option Agreement.

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SUBSCRIPTION AGREEMENT

RANGE IMPACT, INC.

THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2026 (the “Effective Date”), by and between Range Impact, Inc., a Nevada corporation (the “Company”), and MRR CNG, LLC, a Connecticut limited liability company (the “Subscriber”). Each of the Company and the Subscriber shall individually be referred to as a “Party” and together as the “Parties” to this Agreement.

RECITALS:

WHEREAS, effective as of the Effective Date, Range Bluegrass (as defined below) and the Subscriber entered into that certain Transition Agreement (the “Transition Agreement”), thereby terminating that certain Option Agreement between Range Bluegrass and the Subscriber dated effective as of December 31, 2025; and

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TRANSITION AGREEMENT

This Transition Agreement (this “Agreement”) is made and entered into as of September 30, 2026 (the “Effective Date”), by and between Range Bluegrass Land, LLC, an Ohio limited liability company (“Range Bluegrass”), and Wicks Building LLC, a Connecticut limited liability company (“Wicks”). Range Bluegrass and Wicks are each individually referred to herein as a “Party” and collectively as the “Parties” to this Agreement.

RECITALS:

A. Range Bluegrass and Wicks are parties to that certain Membership Interest Option and Cash Distribution Right Agreement dated effective as of December 31, 2025 (the “Option Agreement”), whereby Range Bluegrass provided Wicks with a Cash Distribution Right and an Equity Option. Capitalized terms used but not otherwise defined in this Agreement shall have the meaning assigned to them in the Option Agreement.

B. Pursuant to and in accordance with the terms of this Agreement, the Parties desire to terminate the Option Agreement.

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SENTINEL STRATEGIC HOLDINGS LP
SUBSCRIPTION AGREEMENT
	Chaince Digital Holdings Inc.

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AMENDMENT TO CLASSIFY COMMON UNITS

EXCHANGERIGHT INCOME FUND OPERATING PARTNERSHIP, LP

AMENDMENT TO CLASSIFY COMMON UNITS

October 2, 2026

Pursuant to this Amendment to Classify Common Units (this “Amendment”),under a power contained in Section 4.3 of the Amended and Restated Limited Partnership Agreement (the “Base Agreement”and, as supplemented by this Amendment and as may otherwise be amended, supplemented or amended and restated from time to time, the “Partnership Agreement”)of ExchangeRight Income Fund Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”),ExchangeRight Income Fund, a Maryland statutory trust (the “General Partner”),acting in its capacity as the sole general partner of the Operating Partnership, classified an unlimited number of Partnership Units as a new class of Partnership Units and designated such Partnership Units as Class T Common Units (each such Partnership Unit, a “Class T Common Unit”).

(1)

Class T Common Units.

(a)

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Annex A

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE 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 SELECTED BY THE HOLDER, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. 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.

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**NEXENTIS TECHNOLOGIES INC. **

(formerly N2OFF, INC.)

Warrant To Purchase Shares of Common Stock

Warrant No.:

Number of shares Common Stock: 1,850,000

Date of Issuance: October 1, 2024 (“Issuance Date”)

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AGREEMENT TO AMEND AND RESTATE WARRANT

This Agreement to Amend and Restate Warrant (this “Agreement”) is entered into as of September 29, 2026, by and between Nexentis Technologies Inc., a Nevada corporation (the “Company”), and [__] (the “Holder”).

WHEREAS, the Company issued to the Holder a warrant dated June 15, 2026 to purchase up to [__] shares of the Company’s common stock (the “Original Warrant”) in connection with a private placement conducted concurrently with the Company’s registered direct offering; and

WHEREAS, the Company and the Holder desire to amend and restate the Original Warrant in the form attached to this Agreement as Exhibit A (the “Amended and Restated Warrant”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

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Exhibit A

Form of Common Warrants

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.

PIPE COMMON WARRANT TO PURCHASE COMMON STOCK

NEXENTIS TECHNOLOGIES INC.

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Exhibit A

Form of Common Warrants

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.

PIPE COMMON WARRANT TO PURCHASE COMMON STOCK

NEXENTIS TECHNOLOGIES INC.

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AGREEMENT TO AMEND AND RESTATE WARRANT

This Agreement to Amend and Restate Warrant (this “Agreement”) is entered into as of September 29, 2026, by and between Nexentis Technologies Inc., a Nevada corporation (the “Company”), and [__] (the “Holder”).

WHEREAS, the Company issued to the Holder a warrant dated June 24, 2026 to purchase up to [__] shares of the Company’s common stock (the “Original Warrant”) in connection with a private placement conducted concurrently with the Company’s registered direct offering; and

WHEREAS, the Company and the Holder desire to amend and restate the Original Warrant in the form attached to this Agreement as Exhibit A (the “Amended and Restated Warrant”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

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