Browse EX-10 agreements

FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among Green AI Cloud, Inc., a Delaware corporation (the “Company”), Pioneer Acquisition 1 Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), the members of the Sponsor identified on the signature pages hereto under “Other Sponsor Holders” (such members, together with the Sponsor, each a “Sponsor Holder” and collectively, the “Sponsor Holders”), each of the undersigned parties listed on the signature page hereto under “Seller Holders” (each, a “Seller Holder” and collectively, the “Seller Holders”), and each of the undersigned parties listed on the signature page hereto under “Other Holders” (each, an “Other Holder” and collectively, the “Other Holders,” and each such party, together with the Sponsor Holders, the Seller Holders and any Person who hereafter becomes a party to this Agreement pursuant to Section 5.02, a “Holder” and collectively the “

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FORM OF SPONSOR LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and between Pioneer Acquisition I Corp., a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), and Pioneer Acquisition 1 Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor” and, together with any Person who hereafter becomes a party to this Agreement pursuant to Section 2, the “Securityholders” and each, a “Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein).

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FORM OF Seller LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among Pioneer Acquisition I Corp., a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), Green AI Cloud, Inc., a Delaware corporation (the “Company”), and the Persons set forth on Schedule I hereto (such Persons, together with any Person who hereafter becomes a party to this Agreement pursuant to Section 2 of this Agreement, the “Sellers” and each, a “Seller”). For purposes of this Agreement, the Sellers are the holders of equity securities of the Company and any transferee who becomes a party pursuant to Section 2. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein).

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SADOT GROUP INC.

295 E. Renfro Street, Suite 300

Burleson, Texas 76028

October 12, 2026

VisionWave Holdings, Inc.

VisionWave IL Ltd.

300 Delaware Avenue, Suite 210 #301

Wilmington, Delaware 19801

Attention: Douglas Davis, Chief Executive Officer

CMJV LLC

c/o VisionWave Holdings, Inc., at the address above

C.M. Composite Materials Ltd.

Israel

Attention: Matania (Mati) Moskovich, Director

Mr. Matania (Mati) Moskovich

	Re:	Termination of Joint Venture and Operating Agreement dated as of September 30, 2026, and Unwinding of Related Transactions

Ladies and Gentlemen:

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SADOT GROUP INC.

295 E. Renfro Street, Suite 300

Burleson, Texas 76028

October 12, 2026

VisionWave Holdings, Inc.

VisionWave IL Ltd.

300 Delaware Avenue, Suite 210 #301

Wilmington, Delaware 19801

Attention: Douglas Davis, Chief Executive Officer

CMJV LLC

c/o VisionWave Holdings, Inc., at the address above

C.M. Composite Materials Ltd.

Israel

Attention: Matania (Mati) Moskovich, Director

Mr. Matania (Mati) Moskovich

	Re:	Termination of Joint Venture and Operating Agreement dated as of September 30, 2026, and Unwinding of Related Transactions

Ladies and Gentlemen:

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[Execution Version]

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VOTING AGREEMENT

This VOTING AGREEMENT, dated as of October 9, 2026 (this “Voting Agreement”), is entered into by and among the individuals and entities listed on Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”), and CID HoldCo, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).

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[Execution Version]

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is dated as of October 9, 2026, by and between CID Holdco, Inc., a Delaware corporation (the “Company”), BladeRanger Ltd., a company organized under the laws of the State of Israel (the “BladeRanger”), and each purchaser or recipient identified on Annex A hereto (each, including its successors and assigns, together with BladeRanger, an “Investor” and collectively, the “Investors”).

The parties hereby agree as follows:

Section 1. Definitions.

As used in this Agreement, the following terms shall have the following meanings. In addition, capitalized terms used and not otherwise defined herein shall have the meanings set forth in the SPA.

“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

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[Execution Version]

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT

This First Amendment to Securities Purchase Agreement (this “Amendment”) is entered into as of October 9, 2026 (the “Amendment Effective Date”), by and among CID HoldCo, Inc., a Delaware corporation (the “Buyer”), BladeRanger Ltd. (TASE: BLRN), an Israeli company (“BladeRanger”), and Envoy Technologies, Inc., a Delaware corporation (the “Company”), and, solely with respect to the provisions expressly applicable to it, Blink Charging Co., a Nevada corporation (“Blink”). Capitalized terms used but not defined in this Amendment have the meanings given to such terms in the Original Agreement (as defined below).

RECITALS

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[Execution Version]

FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE

This First Amendment to Convertible Promissory Note (this “Amendment”) is entered into as of October 9, 2026, by and among Envoy Technologies, Inc., a Delaware corporation (the “Company”), Blink Charging Co., a Nevada corporation (the “Holder”), CID HoldCo, Inc., a Delaware corporation (the “Buyer”), and, solely with respect to Sections 2, 6, 7, 8, 9 and 11 hereof, BladeRanger Ltd., an Israeli company (“BladeRanger”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in that certain Convertible Promissory Note, dated July 22, 2026, issued by the Company to the Holder in the original principal amount of $12,500,000 (the “Note”), or, where expressly indicated, in the Securities Purchase Agreement (as defined below).

RECITALS

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[Execution Version]

CID HOLDCO, INC.

LIMITED JOINDER AND ACKNOWLEDGEMET AGREEMENT

This Limited Joinder and Acknowledgement Agreement (this “Joinder Agreement”) is made and delivered as of the date indicated on the signature page hereto by Blink Charging Co., a Nevada corporation (“Blink”), to and for the benefit of CID HoldCo, Inc., a Delaware corporation (the “Buyer”), BladeRanger Ltd. (TASE: BLRN), an Israeli company (“BladeRanger”), and Envoy Technologies, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Joinder Agreement have the meanings given to such terms in the Purchase Agreement (as defined below).

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SEVENTEENTH AMENDMENT TO CREDIT AGREEMENT

**SEVENTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of October 7, 2026 **by and among CAREVIEW COMMUNICATIONS, INC., a Nevada corporation (“Holdings”), CAREVIEW COMMUNICATIONS, INC., a Texas corporation and a wholly owned subsidiary of Holdings (the “Borrower”), CAREVIEW OPERATIONS, L.L.C., a Texas limited liability company (the “Subsidiary Guarantor”), PDL INVESTMENT HOLDINGS, LLC (as assignee of PDL BioPharma, Inc.), a Delaware limited liability company (both in its capacity as the lender (“Lender”) and in its capacity as Agent (solely in such capacity as Agent, the “Agent”)) under the Credit Agreement (as defined below), and Steven G. Johnson and Dr. James R. Higgins (each, an individual, for the purpose of acknowledging and agreeing to this Amendment in their collective capacity as the Tranche Three Lender under the Credit Agreement).

RECITALS

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Date:	October 13, 2026

To:	Calisa Acquisition Corp., a Cayman Islands exempted company, which will be renamed Goodvision AI Holding Limited (“ALIS”, or the “Counterparty”).

Address:	205 W. 37th Street
	New York, NY 10018

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