Browse EX-10 agreements

SOLIDION TECHNOLOGY, INC.

WAIVER TO THE SECURITIES PURCHASE AGREEMENT

 

This waiver (this “Waiver”) to the Securities Purchase Agreement, dated as of August 30, 2024, by and between Solidion Technology, Inc., a Delaware corporation (the “Company”) and the purchasers from time to time party thereto, as amended by the Amendment to the Securities Purchase Agreement, dated as of October 21, 2025, by and among the Company, Bayside Project LLC and Madison Bond LLC (together, the “Agreement”), is entered into by and among the Company, Bayside Project LLC and Madison Bond LLC (the “Investors”), as of June 7, 2026 (the “Effective Date”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

 

Section 1 Conditional Agreement to Waive Rights.

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TERMINATION LETTER

 

This Termination Letter (this “Agreement”) is entered into as of June 3, 2026, by and among CleanCore Solutions, Inc. (the “Company”), Maxim Group LLC (“Maxim”), and Curvature Securities LLC (“Curvature,” and together with Maxim, the “Agents,” and each, an “Agent”).

WHEREAS, the Company and the Agents are parties to that certain Amended and Restated Sales Agreement, dated as of August 29, 2025 (the “Sales Agreement”);

WHEREAS, the Company has entered into a separate waiver and release agreement with each of Curvature and Maxim, respectively, in connection with the transactions contemplated by the Sales Agreement; and

WHEREAS, the parties hereto desire to terminate the Sales Agreement in its entirety, effective as of the date hereof, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

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FORM OF VOTING AGREEMENT

 

This Voting Agreement (this “Agreement”), dated as of June 6, 2026, is entered into by and among Treeline Biosciences, Inc., a Delaware corporation (the “Company”), Standard BioTools Inc., a Delaware corporation (“Parent”), Siri Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the persons listed on the attached Schedule A who are signatories to this Agreement (each, a “Stockholder”, and collectively, the “Stockholders”).

 

RECITALS

 

WHEREAS, concurrently herewith, the Company, Parent and Merger Sub are entering into an Agreement and Plan of Merger and Reorganization (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”);

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FORM OF CONTINGENT VALUE RIGHTS AGREEMENT

 

This Contingent Value Rights Agreement (this “Agreement”), dated as of [●] (the “Effective Date”), is entered into by and between Treeline Biosciences Holdings, Inc., a Delaware corporation (“Parent”), and [●], a [●], as Rights Agent (as defined herein).

 

RECITALS

 

A.           Parent, Siri Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Treeline Biosciences, Inc., a Delaware corporation (the “Company”), have entered into an Agreement and Plan of Merger and Reorganization, dated as of June 6, 2026 (as it may be amended, supplemented or otherwise modified from time to time pursuant to the terms thereof, the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned Subsidiary of Parent. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Merger Agreement.

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FORM OF LOCK-UP AGREEMENT

 

June 6, 2026

 

Ladies and Gentlemen:

 

The undersigned stockholder (the “Undersigned”) to this lock-up agreement (this “Lock-Up Agreement”) understands that Standard BioTools Inc., a Delaware corporation (“Parent”), has entered into an Agreement and Plan of Merger and Reorganization, dated as of June 6, 2026 (as the same may be amended from time to time, the “Merger Agreement”) with Siri Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, and Treeline Biosciences, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

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THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

Exchange Agreement

 

This Exchange Agreement (this “Agreement”) is executed as of June 5, 2026 by and between Vivos Therapeutics, Inc., a Delaware corporation (“Borrower”), and Streeterville Capital, LLC, a Utah limited liability company (“Lender”). Capitalized terms not defined herein shall have the same meaning as set forth in the Transaction Documents (as defined below).

 

A. Pursuant to that certain Note Purchase Agreement dated June 9, 2025 (“Purchase Agreement”) between Lender and Borrower, Borrower issued to Lender that certain Secured Promissory Note in the original principal amount of $8,225,000.00 and having an original issue date of June 9, 2025 (“Original Note,” and together with the Purchase Agreement and all other agreements and documents entered into in conjunction therewith, the “Transaction Documents).

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Form of Lock-Up Agreement

June 5, 2026

A.G.P./Alliance Global Partners

590 Madison Avenue, 28th Floor

New York, New York 10022

Ladies and Gentlemen:

This lock-up agreement (this “Lock-Up Agreement”) is being delivered to you in connection with the offering (the “Offering”) contemplated by those certain Securities Purchase Agreements (each, a “Purchase Agreement” and collectively, the “Purchase Agreements”), each dated as of June 5, 2026, between Village Farms International, Inc. (the “Company”) and the purchaser parties thereto (collectively, the “Purchasers”), with respect to the issuance of common shares of the Company, no par value (“Common Shares”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Purchase Agreements.

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FORM OF SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June 5, 2026, between Village Farms International, Inc., a corporation continued under the laws of the Province of Ontario (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, the securities 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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VOTING AGREEMENT

 

This Voting Agreement (this “Agreement”) is made and entered into as of June 5, 2026, by and among Suniva, Inc., a Delaware corporation (“Company”) and the undersigned stockholder (“Stockholder”) of SUNation Energy, Inc, a Delaware corporation (“Parent”).

 

RECITALS

 

A. Concurrently with the execution and delivery hereof, Parent, SUNation Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and the Company are entering into an Agreement and Plan of Merger of even date herewith (as it may be amended or supplemented from time to time pursuant to the terms thereof, the “Merger Agreement”), which provides for the merger (the “Merger”) of Merger Sub with and into the Company in accordance with its terms.

 

B. Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of such number of shares of each class of capital stock of the Parent as is indicated on the signature page of this Agreement.

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Certain personally identifiable information has been omitted from this exhibit pursuant to item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted.

 

TWENTY ONE CAPITAL, INC.

INDEPENDENT DIRECTOR AGREEMENT

 

This Independent Director Agreement (this “Agreement”) is made and entered into as of June 5, 2026, by and between Twenty One Capital, Inc. (the “Company”), a Texas corporation, and Paul S. Lalljie (the “Director”).

 

I. SERVICES

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SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT

 

THIS SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of May 27, 2026(the**“Effective Date**”) among Agile Capital Funding, LLC as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and Agile Lending, LLC, a Virginia limited liability company (“Lead Lender”) and each assignee that becomes a party to this Agreement pursuant to Section 12.1(each individually with the Lead Lender, a “Lender” and collectively with the Lead Lender, the “Lenders”), and CLEAN ENERGY TECHNOLOGIES, INC., A DOMESTIC NEVADA CORPORATION (“Parent”) and its subsidiaries, CLEAN ENERGY TECHNOLOGIES, INC., A DOMESTIC NEVADA CORPORATION and together with Parent, and the other entities shown as signatories hereto or that are joined from time to time as a Borrower, individually and collectively, jointly and severally, (“Borrower”), and provides the terms on which the Le

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 7, 2026, between SUNation Energy, 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”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and Rule 506 promulgated 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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