Browse EX-10 agreements

SETTLEMENT AGREEMENT

This Settlement Agreement (“Agreement”) is entered into among the United States of America, acting through the United States Department of Justice and on behalf of the Office of Inspector General of the Department of Health and Human Services (“OIG‑HHS”) and the Defense Health Agency (“DHA”), acting on behalf of the TRICARE Program, (collectively, the “United States”); EyePoint, Inc. (“EyePoint”); and AFCE LLC (hereafter collectively referred to as “the Parties”), through their authorized representatives.

RECITALS

A. EyePoint, Inc. (formerly EyePoint Pharmaceuticals, Inc.) is a pharmaceutical company headquartered in Massachusetts and incorporated under the laws of Delaware. EyePoint is a bio-therapeutic company which develops and commercializes treatments for eye diseases.

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REGISTRATION RIGHTS AGREEMENT

among

CSQUARE, INC.

AND

THE HOLDERS PARTY HERETO

DATED July 17, 2026

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS		1
Section 1.1	Definitions	1
ARTICLE II DEMAND AND SHELF REGISTRATION		5

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STOCKHOLDERS AGREEMENT

by and among

CSQUARE, INC.

and

THE OTHER PARTIES HERETO

Dated as of July 17, 2026

TABLE OF CONTENTS

Page

Article** I** INTRODUCTORY MATTERS		1
Section 1.1	Defined Terms	1
Section 1.2	Construction	4
Article** II** BOARD OF DIRECTORS		5
Section 2.1	Election of Directors	5

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CNL Strategic Residential Credit, Inc. 8-K 

Exhibit 10.1

GUARANTY AGREEMENT

This GUARANTY AGREEMENT (this “Guaranty Agreement”) is entered into as of July 17, 2026, made by CNL Strategic residential credit, inc., a Maryland corporation, as Guarantor, (the “Guarantor” ) for the benefit of GOLDMAN SACHS BANK USA, as Buyer (in such capacity, “Buyer”) and as Repo Agent (in such capacity, “Repo Agent”). Unless otherwise defined herein or in Exhibit A hereto, capitalized terms used herein shall have the meanings given to them in the Repurchase Agreement (as defined below).

W I T N E S E T H :

WHEREAS, Buyer, Repo Agent and RCRED Craftsman Administrator, LLC, as seller (in such capacity, “Seller”) and as administrator (in such capacity, the “Administrator”) entered into that certain Master Repurchase Agreement dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Repurchase Agreement”);

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WIND-DOWN AND DISTRIBUTION AGREEMENT

This Wind-Down and Distribution Agreement (the “Agreement”) dated July 14, 2026 (the “Execution Date”) is by and among (i) Optimus Healthcare Services, Inc. (“Optimus” or the “Company”); (ii) Arena Special Opportunities Fund, LP, Arena Special Opportunities Partners, I, LP, and Arena Special Opportunities Partners, II, LP (the “Purchasers”); and (iii) Arena Investors, LP (“Arena Investors”) for itself and as agent for the Purchasers (Arena Investors together with the Purchasers, “Arena”) (each a “Party,” and together, the “Parties”).

WITNESSETH:

** **

WHEREAS, on May 25, 2021, Arena entered into a Securities Purchase Agreement with Optimus by which the Company issued to the Purchasers two-year Original Issue Discount Senior Secured Convertible Promissory Notes for the aggregate principal amount of $2,200,000 (the “May 2021 Notes”);

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AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT

** **

THIS AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT (this “Amendment No. 2”) is dated as of July [__], 2026, by and among Aditxt, Inc., a Delaware corporation (the “ADTX Borrower”), Ignite Proteomics LLC, a Delaware limited liability company (the “Ignite Borrower”, and together with the ADTX Borrower, the “Borrowers”) and the undersigned Buyers (as defined in the Note Purchase Agreement (as defined below)) (collectively, the “Undersigned Buyers”), and, subject to the occurrence of the Effective Time, will amend that certain Note Purchase Agreement, dated as of June 3, 2026, by and among the Borrowers and each of the Buyers (the “Note Purchase Agreement”), as amended by that certain Amendment No. 1 to Note Purchase Agreement, dated June 22, 2026 (“Amendment No. 1”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Note Purchase Agreement.

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**PLACEMENT AGENCY AGREEMENT **

July 16, 2026

Keith Murphy

Executive Chairman

VivoSim Labs, Inc.

11555 Sorrento Valley Rd, Suite 100

San Diego, CA 92121

Dear Mr. Murphy:

This agreement (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and VivoSim Labs, Inc., a Delaware corporation (the “Company”), that the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of unregistered (i) shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), (ii) pre-funded Common Stock purchase warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”), and (iii) Common Stock purchase warrants to purchase shares of Common Stock (the “Common Warrants”). The Shares, the Pre-Funded Warrants, the Common Warrants, and the shares of Common Stock underlying the Pre-Funded Warrants and the Common Warrants are hereinafter referred to as the “Securities.” T

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**SECURITIES PURCHASE AGREEMENT **

This Securities Purchase Agreement (this “Agreement”) is dated as of July 16, 2026, between VivoSim Labs, Inc., a Delaware corporation (the “Company”), and each of the purchasers identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D 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.

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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SECURITY AND PLEDGE AGREEMENT

SECURITY AND PLEDGE AGREEMENT, dated as of July 16, 2026 (this “Agreement”), made by Sadot Group Inc., a Nevada corporation, with offices located at 295 E. Renfro Street, Suite 300, Burleson, Texas 76028 (the “Company”), and each of the direct and indirect Subsidiaries (as defined below) of the Company, if any, from time to time party hereto (together with the Company, each a “Grantor” and, collectively, the “Grantors”), in favor of [•], with an office located at One Penn, 1 Pennsylvania Plaza, Suite 4810, New York, New York 10119, in its capacity as collateral agent (together with its successors and assignees, in such capacity, the “Collateral Agent”) for the Noteholders (as defined below) party to the Securities Purchase Agreement (as defined below).

W I T N E S S E T H:

** **

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 16, 2026, is made by and between [•], a Delaware limited liability company (the “Investor”), and SADOT GROUP INC., a Nevada corporation (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS, the Company and the Investor have entered into that certain Equity Purchase Facility Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to $100.0 million of newly issued Common Stock (as defined below) (the “Common Shares”); and

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INTELLECTUAL PROPERTY PURCHASE AGREEMENT

Dated as of July 14, 2026

by and between

LITIAL LTD, a private company limited by shares organized under the laws of the Hong Kong Special Administrative Region of the People’s Republic of China, with its registered office at 21st Floor, CMA Building, 64 Connaught Road Central, Hong Kong (“Seller” or “Litial”)

and

SADOT GROUP INC., a corporation organized under the laws of the State of Nevada, United States of America, with principal offices at 295 E Renfro Street, Suite 209, Burleson, Texas 76028 (Nasdaq: SDOT) (“Buyer” or “Sadot”)

Seller and Buyer are each a “Party” and together the “Parties”.

RECITALS

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REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 16, 2026, is by and among Sadot Group Inc., a Nevada corporation with offices located at 295 E. Renfro Street, Suite 300, Burleson, Texas 76028 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

RECITALS

A.       In connection with the Securities Purchase Agreement by and among the parties hereto, dated as of July 16, 2026 (the “Securities Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell to each Buyer the Notes (as defined in the Securities Purchase Agreement) which will be convertible into Conversion Shares (as defined in the Securities Purchase Agreement) in accordance with the terms of the Notes.

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