Browse EX-10 agreements

THIS AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE MAKER AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TO THE EFFECT THAT ANY SALE OR OTHER DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

COPLEY ACQUISITION CORP

AMENDED AND RESTATED

CONVERTIBLE PROMISSORY NOTE

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Execution Version

AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT

THIS AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of October 9, 2026 among i3 VERTICALS, LLC, a Delaware limited liability company (the “Borrower”), the other parties identified as “Obligors” on the signature pages hereto and such other parties that may become Obligors hereunder after the date hereof (together with the Borrower, individually an “Obligor”, and collectively the “Obligors”) and JPMorgan Chase Bank, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the holders of the Secured Obligations (defined below).

RECITALS

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Execution Version

Published CUSIP Numbers:

Deal: 44932JAH2

Revolver: 44932JAJ8

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of October 9, 2026

among

i3 VERTICALS, LLC,

as the Borrower,

i3 VERTICALS, INC. and THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN,

as the Guarantors,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent, Swingline Lender and L/C Issuer,

and

THE OTHER LENDERS PARTY HERETO

PINNACLE BANK

and

KEYBANK NATIONAL ASSOCIATION

as Co-Documentation Agents

Arranged By:

JPMORGAN CHASE BANK, N.A.,

U.S. BANK NATIONAL ASSOCIATION

and

WELLS FARGO SECURITIES, LLC

as Joint Lead Arrangers and Joint Bookrunners

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TABLE OF CONTENTS

1.01Defined Terms1

1.02Other Interpretive Provisions41

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FIRST AMENDMENT TO
CREDIT AND SECURITY AGREEMENT

This **FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT **(this “Amendment”), dated as of October 8, 2026, is entered into by and among SARATOGA INVESTMENT FUNDING II LLC, a Delaware limited liability company, as borrower (the “Borrower”), SARATOGA INVESTMENT CORP., a Maryland corporation, as collateral manager (in such capacity, the “Collateral Manager”) and as equityholder (in such capacity, the “Equityholder”), the LENDERS party hereto, VALLEY NATIONAL BANK, as administrative agent for the Secured Parties (in such capacity, the “Administrative Agent”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as collateral administrator (in such capacity, the “Collateral Administrator”) and as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”).

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AMENDED AND RESTATED INTERCREDITOR AGREEMENT

This AMENDED AND RESTATED INTERCREDITOR AGREEMENT (this “Agreement”) is made as of [______ __,] 2026, by and among:

(a) DTE Electric Company (in its individual capacity, the “Company”);

(b) DTE Electric Company, in its separate capacity as the initial servicer of, and collection agent with respect to, the Initial Customer Property (as defined below) (including any successor in such capacity, the “Initial Property Servicer”);

(c) DTE Electric Company, in its separate capacity as the initial servicer of, and collection agent with respect to, the Additional Customer Property (as defined below) (including any successor in such capacity, the “Additional Property Servicer”);

(d) DTE Electric Company, in its separate capacity as the initial servicer of, and collection agent with respect to, the Third Customer Property (as defined below) (including any successor in such capacity, the “Third Property Servicer”);

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NON-REDEMPTION AGREEMENT

This Non-Redemption Agreement (this “Agreement”) is entered as of October 7, 2026 by and among Launch Two Acquisition Corp., a Cayman Islands exempted company (the “Company”), Launch Two Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned investor (the “Investor”).

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RECITALS

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WHEREAS, the Sponsor was initially issued Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”) in a private placement prior to the Company’s initial public offering (the “IPO”), which Class B Ordinary Shares were converted into Class A Ordinary Shares (as defined below) on September 30, 2026 (such Class A Ordinary Shares issued upon conversion of the Class B Ordinary Shares, the “Founder Shares”);

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SECURITIES PURCHASE AGREEMENT

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THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of October 8, 2026, between BIOAFFINITY TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

RECITALS

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WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to (i) an effective registration statement under the Securities Act (as defined below) as to the Shares and (ii) 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 as to the Common Warrants and Common Warrant Shares, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, Securities (as defined below) of the Company as more fully described in this Agreement.

AGREEMENT

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into effective as of October 8, 2026, by and between BIOAFFINITY TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

The Company and each Purchaser hereby agree as follows:

1. Definitions.

Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice” shall have the meaning set forth in Section 6(d).

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**Exhibit 10.1 **

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AMENDED AND RESTATED

SECURITIES PURCHASE AGREEMENT

This Amended and Restated Securities Purchase Agreement is entered into and effective as of October 9, 2026 (the “Execution Date”), by and between Universal Safety Products, Inc., a Maryland corporation (the “Company”) and SJC Lending, LLC, a Delaware limited liability company (including its designees, successors and assigns, the “Purchaser”).

RECITALS

WHEREAS, on June 12, 2026 (the “Initial Closing Date”), the Company and the Purchaser entered into the Securities Purchase Agreement (the “Existing Agreement”), pursuant to which, between June 12, 2026 and July 29, 2026, the Company issued to Purchaser, and Purchaser purchased certain convertible promissory notes of the Company in multiple closings under the Existing Agreement in the aggregate principal face amount of $1,590,000 (“Existing Notes”);

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Execution Version

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SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (this “Agreement”) is made as of October 5, 2026 by and among (a) Professor Yuji Zhao, an individual (the “Seller”), (b) Skysong Innovations, LLC, an Arizona limited liability company (“SI”), (c) Xmax Inc., a Nevada corporation listed on Nasdaq (ticker: XMAX) (“Xmax” or the “Purchaser”), and (d) Hexa Creation Inc., a Delaware corporation (the “Company”, together with the Seller, SI and the Purchaser, collectively, the “Parties” and individually, a “Party”).

RECITALS

WHEREAS, as of the date of this Agreement, (a) the Seller holds 970 shares of common stock of the Company, representing 97% of the total issued and outstanding shares of the Company (the “Seller Shares”), and (b) SI holds 30 shares of common stock of the Company, representing 3% of the total issued and outstanding shares of the Company (the “SI Shares”, and together with the Seller Shares, the “Shares”);

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EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of October 8, 2026 by and between TOP Financial Group Limited (formerly known as Zhong Yang Financial Group Limited), an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), and Yuli Yan, an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its subsidiaries (collectively, the “Group”).

RECITALS

The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below).

The Executive desires to be employed by the Company during the term of Employment and upon the terms and conditions of this Agreement.

AGREEMENT

The parties hereto agree as follows:

1. POSITION

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October 5, 2026

Mr. Dean Huge

1201 SE 2nd Court, Apt. 214

Fort Lauderdale, FL 33301

Dear Mr. Huge,

Appointment Letter for Independent Non-Executive Director

We are pleased to confirm your appointment as an Independent Non-Executive Director of TOP Financial Group Limited (the “Company”), a company incorporated with limited liability under the laws of the Cayman Islands, with effect from October 8, 2026 (the “Effective Date”). This letter (the “Appointment Letter”) sets forth the terms and conditions of your appointment. It is agreed that on acceptance of this offer, this letter will constitute a contract for services and not a contract of employment.

1. The Company and the Group

The Company together with its subsidiaries (collectively, the “Group”) are primarily engaged in providing securities and futures advising, brokerage and asset management services. The Company’s Class A ordinary shares, par value US$0.005 each (the “Class A Ordinary Shares”), are listed on The Nasdaq Stock Market.

2. Appointment

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