Browse EX-10 agreements

AMENDMENT NO. 1 TO

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

 

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Amendment”), dated June 30, 2026, by and among Non-Invasive Monitoring Systems, Inc., a Florida corporation (the “Parent”), Gravitics Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (the “Acquisition Subsidiary”), and Gravitics, Inc., a Delaware corporation (the “Company”), pursuant to which the Acquisition Subsidiary will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of the Parent.

 

WHEREAS, the Parties entered into the Agreement and Plan of Merger and Reorganization on March 6, 2026 (the “Agreement”); and

 

WHEREAS, the Parties desire to amend the Agreement to (A) extend the Outside Termination Date, (B) provide for certain resale registration rights for a holder of a Convertible Note (as defined below) and (C) revise certain of the closing conditions set forth in Sections 5.1 and 5.3 of the Agreement.

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Cycurion, inc.,

 

AS BUYER,

 

and

 

kustom entertainment, inc.,

 

as seller.

 

 

 

ASSET PURCHASE AGREEMENT

 

June 24, 2026

 

 

 

 

TABLE OF CONTENTS

 

 

 

 

Page

 

 

 

 

Article 1 BASIC TRANSACTION

1

 

Section 1.1

Purchase and Sale of Acquired Assets

1

 

Section 1.2

No Liens.

3

 

Section 1.3

Assumption of Liabilities

3

 

Section 1.4

Excluded Liabilities.

4

 

Section 1.5

Further Assurances

4

 

Section 1.6

Purchase Price.

5

 

Section 1.7

Closing

7

 

Section 1.8

Allocation of Purchase Price.

10

 

Section 1.9

Consensts

10

Article 2 REPRESENTATIONS AND WARRANTIES OF SELLER

10

 

Section 2.1

Organization and Good Standing.

10

 

Section 2.2

Power, Authorization and Validity.

11

 

Section 2.3

No Violation of Existing Agreements or Laws; Third Party Consents.

12

 

Section 2.4

Capitalization; Ownership of the Assets.

12

 

Section 2.5

Litigation

12

 

Section 2.6

Intellectual Property.

12

 

Section 2.7

Books and Records

14

 

Section 2.8

Taxes

14

 

Section 2.9

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EXECUTIVE EMPLOYMENT AGREEMENT

 

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), dated as of June 24, 2026 (the “Effective Date”), is made by and between Z SQUARED INC., a Delaware corporation (together with its successors and assigns, the “Company”), and Jeffery Harris (the “Executive”).

 

WHEREAS, the Company desires to employ the Executive on the terms and conditions set forth herein; and

 

WHEREAS, the Executive desires to be employed by the Company on such terms and conditions.

 

NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows:

 

Employment and Term.

 

(a)  Effective as of the Effective Date, the Company shall employ the Executive, and the Executive accepts such employment by the Company, upon the terms and conditions set forth herein.

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CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

FIRST AMENDMENT TO REVENUE INTEREST FINANCING AGREEMENT

This FIRST AMENDMENT TO REVENUE INTEREST FINANCING AGREEMENT (this “Amendment”) is entered into as of June 24, 2026, by and between Nuvation Bio Inc., a Delaware corporation (the “Company”), and Sagard Healthcare Partners Funding Borrower SPE 2, LP, a Delaware limited partnership (the “Investor”). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them by the Existing RIFA (as defined below).

RECITALS

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[Dealer name and address]

 

To:

  

Nuvation Bio Inc.

1500 Broadway, Suite 1401

New York, New York 10036

From:

  

[Dealer]

Re:

  

[Base][Additional] Capped Call Transaction

Date:

  

[____], 2026

Dear Ladies and Gentlemen:

The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction”) between [Dealer] (“Dealer”) and Nuvation Bio Inc., a Delaware corporation (“Counterparty”). This communication constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.

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Execution Version

AMENDMENT NO. 7

AMENDMENT NO. 7, dated as of June 30, 2026 (this “Amendment”), by and among LUMEXA IMAGING, INC., a Delaware corporation (the “LII Borrower”), LUMEXA IMAGING OUTPATIENT, INC., a Delaware corporation (the “LIO Borrower” and together with the LII Borrower, the “Borrowers”), LUMEXA IMAGING INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“LII Holdings”), LUMEXA IMAGING OUTPATIENT INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“LIO Holdings” and together with LII Holdings, the “Holding Entities”), the other Loan Parties party hereto, the Lenders (as defined below) party hereto and Barclays Bank PLC, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”).

W I T N E S S E T H

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valvolinefy26tlbamendmen

[[8607221]] EXHIBIT 10.1 AMENDMENT NO. 1 AMENDMENT NO. 1, dated as of June 30, 2026 (this “Amendment”), to the Second Amended and Restated Credit Agreement, dated as of December 1, 2025 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among Valvoline Inc., a Kentucky corporation (the “Borrower”), the Lenders and L/C Issuers from time to time party thereto and The Bank of Nova Scotia (“Scotia”), as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Credit Agreement. PRELIMINARY STATEMENTS Pursuant to Section 2.17 of the Credit Agreement, the Borrower intends to (a) refinance all of the Term B Loans outstanding under the Credit Agreement immediately prior to the Amendment No. 1 Effective Date (as defined below) (the “Initial Term B Loans”) by incurring a new Class of Refinancing Term Loans (the “Amendment No. 1 Term B Loans”) under the Credit Agreement, including pu

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REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 25, 2026, is made and entered into by and among Futurewave Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Futurewave Capital Solutions Limited, a British Virgin Island (“BVI”) business company (the “Sponsor”) (the Sponsor together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).

 

RECITALS

 

WHEREAS, the Sponsor and certain other Holders (if any) collectively own an aggregate of 3,700,125 Ordinary Shares (the “Founder Shares”), par value $0.0001 per share (the “Ordinary Shares”), of the Company, issued prior to the date hereof in a private placement and pursuant to certain transfers;

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Administrative Services Agreement

 

This Administrative Service Agreement (the “Agreement”) dated June 24, 2026, is between Futurewave Capital Solutions Limited, herein referred to as “Service Provider” and Futurewave Acquisition Corporation, herein referred to as “Customer”.

 

Service Provider has agreed to provide services to the Customer on the terms and conditions set out in this Agreement, while Customer is of the opinion that Service Provider has the proper and necessary qualifications, experience and abilities to provide services to Customer.

 

Therefore in consideration of the matters described above, the receipt and sufficiency of which consideration is hereby acknowledged, the Customer and the Service Provider agree as follows:

 

Scope of Work

 

The Service Provider is to provide the Customer with the following services (the “Services”): general and administrative services, including office space, administrative and support services, as may be reasonably required by the Company.

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INDEMNITY AGREEMENT

 

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 25, 2026, by and between Futurewave Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Daniel M. McCabe (“Indemnitee”).

 

RECITALS

 

WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

 

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

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INDEMNITY AGREEMENT

 

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 25, 2026, by and between Futurewave Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Becky Fallon (“Indemnitee”).

 

RECITALS

 

WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

 

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

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Execution Version

 

Investment Management Trust Agreement

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 24, 2026 by and between FutureWave Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

 

WHEREAS, the Company’s registration statement on Form S-1, No. 333-295572 (the “Registration Statement”), for its initial public offering of Company’s units (the “Units”), each of which consists of one ordinary share, par value $0.0001 per share (the “Ordinary Shares”), and one right to receive one-fourth (1/4) of one Ordinary Share upon the consummation of the Company’s initial business combination (such initial public offering hereinafter referred to as the “Offering”); and

 

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Polaris Advisory Partners LLC, (the “Representative”) acting as the representative of the underwriters in the Offering; and

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