Browse EX-10 agreements

SUBSIDIARY GUARANTEE

This SUBSIDIARY GUARANTEE (this “Guarantee”), dated as of August 31, 2026, is made by Elevai Skincare, Inc., a Delaware corporation (“Elevai”) Carmell Regen Med Corporation, a Delaware corporation (f/k/a Carmell Therapeutics Corporation) (“Carmell Regen”), and Carmell Cosmetics Corporation, a Delaware corporation (“Carmell Cosmetics” and, together with Elevai, Carmell Regen and Carmell Cosmetics, collectively, the “Guarantors” and, each, a “Guarantor”), in favor of Puritan Partners LLC (the “Purchaser”).

W I T N E S S E T H:

WHEREAS, reference is made to (i) that certain 10% Senior Secured Note due February 29, 2028 in aggregate principal amount of $416,666.67 (the “Note”) issued by Longevity Health Holdings, Inc., a Delaware corporation (the “Company”) in favor of the Holder (as defined therein) (the “Holder”);

WHEREAS, each Guarantor is an indirect or direct subsidiary of the Company and will directly benefit from the issuance and sale of the Notes to the Secured Parties and the extension of credit thereunder to the Company; and

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AMENDED AND RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENT

This Amended and Restated Intellectual Property Security Agreement (“IP Security Agreement”) dated as of August 31, 2026, is made and entered into by and among Longevity Health Holdings, Inc., a Delaware corporation (the “Company”), any subsidiary of the Company that is a signatory hereto either now joined or joined in the future (such subsidiaries, together with the Company, the “Debtors”), and Puritan Partners LLC, as a Secured Party and Collateral Agent for the Secured Parties (the “Collateral Agent”). This Agreement amends and restates in its entirety (i) the Intellectual Property Security Agreement dated as of January 19, 2022 (the “Prior Security Agreement”) by and among Carmell Regen Med Corporation and the Collateral Agent and (ii) the Intellectual Property Security Agreement dated as of August 13, 2026 by and among the IP Company, Carmell Regen Med Corporation, Carmell Cosmetics Corporation and the Collateral Agent (collectively, the “Prior Intellectual Property Security Agreements”).

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AMENDED AND RESTATED SECURITY AGREEMENT

AMENDED AND RESTATED SECURITY AGREEMENT, dated as of August 31, 2026 (this “Agreement”), among Longevity Health Holdings, Inc., a Delaware corporation (the “Company”), Elevai Skincare, Inc., a Delaware corporation, Carmell Regen Med Corporation, a Delaware corporation, Carmell Cosmetics Corporation, a Delaware corporation (collectively with the Company and each other Debtor from time to time hereunder, the “Debtors” and each, a “Debtor”) and Puritan Partners LLC, as a Secured Party and Collateral Agent for the Secured Parties (the “Collateral Agent”). This Agreement amends and restates in its entirety the (i) the Security Agreement dated as of January 19, 2022 (the “Prior Security Agreement”) by and among Carmell Regen Med Corporation and the Collateral Agent and (ii) the Security Agreement dated as of August 13, 2026 by and among the Company, Carmell Regen Med Corporation, Carmell Cosmetics Corporation and the Collateral Agent (collectively, the “Prior Security Agreements”).

W I T N E S S E T H:

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**NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED **UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES REGULATIONS, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED AS SECURITY IN THE ABSENCE OF SUCH REGISTRATION WITHOUT RELIANCE ON AN EXEMPTION UNDER THE SECURITIES ACT AND COMPLIANCE WITH APPLICABLE STATE SECURITIES REGULATIONS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN FROM AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

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SECURITY AGREEMENT

This Security Agreement (this “Agreement”), dated as of August 31, 2026 is entered into by and among ConnectM Technology Solutions, Inc., a Delaware corporation (the “Company”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 7.5 (together with the Company, the “Grantors”) in favor of Ascent Partners Fund LLC, a Delaware limited liability company (together with its successors and assigns, the “Purchaser”), as purchaser of the Purchased Securities sold by the Company pursuant to the Securities Purchase Agreement, dated as of August 31, 2026, by and between the Company and the Purchaser (the “Purchase Agreement”; capitalized terms used but not defined herein are used as defined in the Purchase Agreement, including by reference in **Schedule II **thereof to definitions in other Transaction Documents), for itself and as agent for the other Purchaser Parties, including all holders of Purchased Securities.

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of August 31, 2026, by and between ConnectM Technology Solutions, Inc., a Delaware corporation (together with its successors and, if permitted, assigns, the “Company”), and Ascent Partners Fund LLC, a Delaware limited liability company (together with its successors and assigns, including any other holder of Purchased Securities, the “Purchaser”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (together with the Regulations promulgated thereunder, the “Securities Act”), the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company for cash and other valuable consideration, the Purchased Securities as defined and described more fully in this Agreement; and

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”), dated as of September __, 2026, is entered into by and among ConnectM Technology Solutions, Inc., a Delaware corporation (together with its successors and, if permitted, assigns, the “Company”), and Ascent Partners Fund LLC (together with its successors and, if permitted, assigns, and together with each other holder of Registrable Securities from time to time, the “Holder”).

**WHEREAS, **pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the Holder (the “Purchase Agreement”; capitalized terms used but not defined herein are used as defined in the Purchase Agreement, including by reference in **Schedule II **thereof to definitions in other Transaction Documents), the Holder shall acquire certain Purchased Securities (as defined therein), including Note One, Note Two and Note Three, which may result in the Holder holding Registrable Securities (as defined below); and

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**NINTH AMENDMENT TO **

***THIRD AMENDED AND RESTATED LOAN AGREEMENT ***

This Ninth Amendment to Third Amended and Restated Loan Agreement, dated the 1st day of September, 2026, by and among Matthews International Corporation, a Pennsylvania corporation (the “US Borrower”), the Banks (as defined in the Loan Agreement (as hereinafter defined)) party hereto, and Citizens Bank, N.A., a national banking association, in its capacity as administrative agent for the Banks (in such capacity, the “Agent”) (this “Amendment”).

**W I T N E S S E T H: **

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FORBEARANCE AND LOAN MODIFICATION AGREEMENT

Series “A” Senior Secured Notes

This Agreement, effective January 31, 2025 (the “Effective Date”) is between Paid, Inc. (the “Holder”) and Embolx, Inc. (the “Company”).

STATEMENT OF FACTS

The Company is obligated to Holder pursuant to the following documents:

	1.	Securities Purchase Agreement (the “Purchase Agreement”), dated March 12, 2024, among the Company, the Holder and the other Investors party thereto;

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August 28, 2026

Reference is made to that certain Forbearance and Loan Modification Agreement (the “Agreement”), dated as of January 31, 2025, between the undersigned – Paid, Inc. (“Paid”) and Embolx, Inc. (“Embolx”). Pursuant to the Agreement, Paid agreed to forbear certain rights as described therein until the earlier of a Forbearance Termination Event set forth in Section 5 of the Agreement or September 30, 2025, which date was previously extended to August 30, 2026 pursuant to that certain letter agreement dated January 31, 2025 between Paid and Embolx (the “Prior Side Letter,” and such forbearance termination date, as extended thereby, the “Forbearance Date”).

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FIRST AMENDMENT TO THE

FORBEARANCE AND LOAN MODIFICATION AGREEMENT

Series “A” Senior Secured Notes

This First Amendment to the Forbearance and Loan Modification Agreement, effective September 30, 2025 (the “First Amendment Effective Date”) is between Paid, Inc. (the “Holder”) and Embolx, Inc. (the “Company”).

STATEMENT OF FACTS

The Company is obligated to Holder pursuant to the following documents:

	1.	Securities Purchase Agreement (the “Purchase Agreement”), dated March 12, 2024, among the Company, the Holder and the other Investors party thereto;

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