Browse EX-10 agreements

Confidential

July 22, 2026

Joel Edwards

Dear Joel:

We are pleased to inform you that Coastal Community Bank (the “Bank”) and Coastal Financial Corporation (the “Holding Company,” and together with the Bank, the “Company”) have decided to extend this offer of employment to you as Interim Chief Financial Officer of the Company, subject to the terms identified below. This letter sets forth the terms of the offer that, if you accept, will govern your interim employment with the Company.

Job Title: Interim Chief Financial Officer (Interim CFO) of the Company

Start Date: August 15, 2026 (or a mutually agreed upon date)

Reports to: Chair of the Audit Committee and Chair of the Board of Directors

Term: This appointment is for a limited, temporary period, anticipated to be approximately three (3) months from the Start Date. Any extension is subject to agreement between the parties.

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Confidential

SEPARATION AGREEMENT

This Separation Agreement (this “Agreement”) is executed by and between Coastal Community Bank (the “Bank”), Coastal Financial Corporation (the “Holding Company” and together with the Bank, the “Company”) and Brandon Soto (“Soto”).

WHEREAS, Soto currently serves as Chief Financial Officer of the Bank and the Holding Company, pursuant to the terms of the Employment Agreement by and between the Holding Company, the Bank and Soto, dated as of October 1, 2025 (the “Employment Agreement”);

WHEREAS, Soto has elected to voluntarily resign his employment with the Company;

WHEREAS, Section 4(c)(i) of the Employment Agreement requires that Soto deliver a Notice of Termination at least ninety (90) days prior to the desired termination date in the event of a voluntary resignation (“Advance Notice”) and Section 20(d) of the Employment Agreement requires Soto to repay 100% of his $15,000 signing bonus if Soto resigns prior to October 1, 2026 (“Repayment Obligation”);

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Stock repurchase AGREEMENT

This Stock Repurchase Agreement (this “Agreement”) is made and entered into effective as of July 18, 2026 (the “Effective Date”) by and among (i) Vivasor Holding Company, a Delaware corporation (the “Company”), (ii) Vivasor, Inc., a Delaware corporation and a subsidiary of the Company (the “Subsidiary”), and (iii) Scilex Holding Company (the “Seller”).

A.

Seller is the record owner of 6,101,468 shares of the Company’s Series A-1 Preferred Stock, par value $0.00001 per share (the “Series A-1 Preferred Stock”), and 355,919 shares of the Company’s Series A-2 Preferred Stock, par value $0.00001 per share (the “Series A-2 Preferred Stock”), and desires to sell all 6,101,468 shares of Series A-1 Preferred Stock and 355,919 shares of Series A-2 Preferred Stock held by Seller (collectively, the “Shares”) to the Company pursuant to this Agreement, such that Seller shall no longer hold any shares of capital stock of the Company immediately following such sale of the Shares.

B.

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Execution Copy

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of July 22, 2026 between China Pharma Holdings, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), 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.

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:

** **

ARTICLE I.
DEFINITIONS

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PLACEMENT AGENCY AGREEMENT

FT Global Capital, Inc.

1688 Meridian Avenue, Suite 700

Miami Beach, FL 33139

July 22, 2026

Ladies and Gentlemen:

This letter (this “Agreement”) constitutes the agreement between China Pharma Holdings Inc. (the “Company”) and FT Global Capital, Inc. (“FT Global” or the “Placement Agent”) pursuant to which FT Global shall serve as the exclusive placement agent for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and sale (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement) (the “Services”). The Company expressly acknowledges and agrees that FT Global’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by FT Global to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of FT Global with respect to securing any other financing on behalf of the Company.

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Exhibit 10.2

Execution Version

AMENDED AND RESTATED COLLATERAL ADMINISTRATION AGREEMENT

This AMENDED AND RESTATED COLLATERAL ADMINISTRATION AGREEMENT (the “Agreement”), dated as of July 17, 2026 (the “First Refinancing Date”) is entered into by and among ARES DIRECT LENDING CLO 1 LLC, a limited liability company organized under the laws of the State of Delaware (the “Issuer”), ARES CAPITAL MANAGEMENT LLC, a Delaware limited liability company, as Asset Manager (as that term is defined in the Indenture, referred to herein, together with any successor Asset Manager under the Indenture, the “Asset Manager”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (“U.S. Bank”), acting as collateral administrator under and for purposes of this Agreement (in such capacity, and together with any successor Collateral Administrator hereunder, the “Collateral Administrator”) and amends and restates in its entirety the Collateral Administration Agreement (the “Original Agreement”), dated May 24, 2024, by and among the Issuer, Asset Manager and the Collateral Administrator.

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Exhibit 10.1

EXECUTION VERSION

CREDIT AGREEMENT

dated as of July 17, 2026

among

ARES DIRECT LENDING CLO 1 LLC,
as Borrower,

THE VARIOUS FINANCIAL INSTITUTIONS TIME TO TIME PARTY HERETO,
as Lenders,

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Loan Agent and as Collateral Trustee

TABLE OF CONTENTS

Article I

DEFINITIONS AND INTERPRETATION

Section 1.1	Defined Terms	1
Section 1.2	Use of Defined Terms	1
Section 1.3	Interpretation	2
Section 1.4	Accounting Matters	2
Section 1.5	Conflict Between Credit Documents	2
Section 1.6	Legal Representation of the Parties	3

Article II

CLASS A-1-LR COMMITMENTS

Section 2.1	Commitment of Each Lender	3

Article III

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Exhibit 10.3

EXECUTION COPY

FIRST AMENDMENT

TO THE ASSET MANAGEMENT AGREEMENT

This FIRST AMENDMENT (this "Amendment") to the Asset Management Agreement (as defined below) is dated as of July 17, 2026 (the "First Refinancing Date"). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Asset Management Agreement. This Amendment shall constitute a Transaction Document for all purposes of the Asset Management Agreement, the Indenture (as defined below) and all other Transaction Documents.

WHEREAS, Ares Direct Lending CLO 1 LLC, a limited liability company formed under the laws of the State of Delaware (the "Issuer"), and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the "Trustee"), entered into an Indenture, dated as of May 24, 2024 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the "Original Indenture");

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SENIOR SECURED 25% ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE

AND SECURITY AGREEMENT

** **

**THIS SENIOR SECURED 25% ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE AND SECURITY AGREEMENT **(the “Note” or this “Agreement”) is made on July 16, 2026, by and between Hollywood Horizons, Inc., a California corporation, with its registered address at 1628 Pandora Street, Los Angeles, CA 90024 (the “LENDER”) and XCF Global, Inc., a Delaware corporation with its principal executive offices at 3040 Post Oak Blvd., 18th Floor, Suite 164, Houston, Texas 77056, United States (the “BORROWER”). The LENDER and the BORROWER are referred to individually as a “Party” and collectively as the “Parties”.

** **

***RECITALS ***

** **

WHEREAS the LENDER wishes to lend funds to the BORROWER on a short-term, senior secured bridge basis, and the BORROWER wishes to borrow such funds;

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REGISTRATION RIGHTS AGREEMENT

** **

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July [●], 2026, is entered into by and between XCF Global, Inc., a Delaware corporation (the “Company”), and GL PART SPV II, LLC, a Delaware corporation (individually as the “Investor” and collectively together with its permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement (as defined below).

WHEREAS:

A. In connection with the entry by the Company and the Investor entering into a Warrant Purchase Agreement, dated as of July 16, 2026 (the “Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to issue and deliver to Investor one or more warrants (collectively, the “Warrants”) to purchase shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock” and such shares of Common Stock, the “Warrant Shares”); and

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Execution Version

WARRANT PURCHASE AGREEMENT

This WARRANT PURCHASE AGREEMENT (this “Agreement”) is dated as of July 17, 2026, by and among XCF GLOBAL, INC., a Delaware corporation (the “Company”), and GL PART SPV II, LLC, a limited liability company organized and existing under the laws of the State of Wyoming (“Investor”).

WHEREAS, the Company and Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act;

WHEREAS, the Company desires to sell to Investor, and Investor desires to purchase from the Company, upon the terms and subject to the conditions stated in this Agreement a “Common Stock Purchase Warrant” to purchase 6,891,798 shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”) substantially in the form attached hereto as Exhibit A (the “Initial Warrant”);

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 20, 2026 (the “Effective Date”), is by and between XCF Global, Inc., a Delaware corporation (the “Company”), and Lombard Street Partners, LLC, a California limited liability company (“Buyer”).

RECITALS

A. Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, 6,666,667 shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”), for an aggregate equity investment equal to $1,000,000.05.

B. The Company and 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 “Securities Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act.

AGREEMENT

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