Browse EX-10 agreements

TERM LOAN, SECURITY AND GUARANTY AGREEMENT

THIS TERM LOAN, SECURITY AND GUARANTY AGREEMENT is dated as of June 1, 2026, by and among PHOENIX MOTOR INC., a Delaware corporation (the “Borrower”), the Guarantors from time to time party to this Agreement and CONCRETE JUNGLE LTD., a company organized and existing under the laws of the British Virgin Islands (together with its permitted successors and assigns, the “Lender”).

RECITALS

A. The Borrower, through its wholly owned Subsidiaries, PhoenixEV and PhoenixEV Operating, is engaged in the business of designing, developing, manufacturing, assembling and integrating electric drive systems and light and medium duty electric vehicles, including, through its “proterra transit business unit” owned by PhoenixEV, designing, developing and selling electric transit buses as an original equipment manufacturer for North American public transit agencies, airports, universities and other commercial transit fleets (collectively, the “Proterra Transit Business”).

…

Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 1, 2026, by and between PHOENIX MOTOR INC., a Delaware corporation (the “Company”), and CONCRETE JUNGLE LTD., a company organized and existing under the laws of the British Virgin Islands (the “Holder”).

RECITALS

A. Pursuant to that certain Term Loan, Security and Guaranty Agreement dated of even date herewith (as amended from time to time, the “Loan Agreement”) by and among the Company, as “Borrower,” the Guarantors a party thereto and the Holder, the Holder has agreed to make the Term Loan to the Borrower, all of the terms and subject to the conditions set forth in the Loan Agreement and the other Loan Documents.

B. The Company’s common stock is registered pursuant to Section 12(b) of the Exchange Act and is currently quoted on the “OTC Pink Market” under the symbol “PEVM.”

…

Exhibit 10.4

PHOENIXEV EQUITY INTEREST OPTION AGREEMENT

This PHOENIXEV EQUITY INTEREST OPTION AGREEMENT is dated as of June 1, 2026 (this “Agreement”), by and among PHOENIX MOTOR INC., a Delaware corporation (“Optionor”), PHOENIXEV INC., a Delaware corporation (the “Company”), and CONCRETE JUNGLE LTD., a company organized and existing under the laws of the British Virgin Islands (together with its permitted successors and assigns, “Optionee”).

RECITALS

A. Optionor owns or holds one hundred percent (100.0%) of the issued and outstanding Equity Interests in the Company.

…

Exhibit 10.2

THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION.

THIS SECURITY HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (OID). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), TONY SHEN, A REPRESENTATIVE OF THE ISSUER HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUE DATE OF THIS SECURITY, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). MR. SHEN MAY BE REACHED AT TELEPHONE NUMBER (408) 550-5048.

SENIOR SECURED TERM LOAN DISCOUNT NOTE

$5,000,000.00	June 1, 2026

…

Exhibit 10.1

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

This Amendment No. 2 (the “Amendment No. 2”) to the Employment Agreement is made and entered into as of June 1, 2026 (the “Effective Date”), by and between Robin Ross (“Executive”) and Trio Petroleum Corp (the “Company”) (each individually, a “Party,” collectively, the “Parties”).

WHEREAS, the Parties entered into that certain Employment Agreement, dated as of July 11, 2024 (the “Employment Agreement”);

WHEREAS, the Parties previously amended the Employment Agreement by entering into Amendment No. 1 to the Employment Agreement, dated August 1, 2025;

WHEREAS, the Parties hereby desire to further amend the Employment Agreement, as amended, as set forth herein to provide for certain changes and other matters relating to Executive’s compensation;

…

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of May 31, 2026, by and between VSee Health, Inc., a Delaware corporation (“VSee Health”) and Milton Chen, an individual (“Chen” and, together with VSee Health, the “Parties” and, each individually, a “Party”).

RECITALS

WHEREAS, VSee Health owns one hundred percent (100%) of the equity securities (the “Company Stock”) of VSee Lab, Inc., a Delaware corporation (the “Company”), which was founded by Chen in 2008 and acquired by VSee Health in 2022;

WHEREAS, the Parties acknowledge that Chen is a founder of the Company and is entering into this Agreement in connection with a negotiated separation and restructuring of ownership and management of the Company;

WHEREAS, Chen (a) owns 2,870,069 shares of common stock of VSee Health, par value $0.0001 per share (the “Chen VSee Stock”) and (b) is the (i) co-chief executive officer and chairman of the board of VSee Health and (ii) chief executive officer of the Company;

…

AMENDMENT TO CLAROS MORTGAGE TRUST, INC. 2016 INCENTIVE AWARD PLAN

This Amendment (this “Amendment”) to the Claros Mortgage Trust, Inc. 2016 Incentive Award Plan (the “Plan”), is adopted by the Board of Directors (the “Board”) of Claros Mortgage Trust, Inc., a Maryland corporation (the “Company”), effective as of June 3, 2026. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning ascribed to such terms in the Plan.

WHEREAS, the Company sponsors and maintains the Plan as an equity incentive program under which employees, members of the Board, consultants and advisors to the Company may be offered the opportunity to acquire a proprietary interest in the Company;

WHEREAS, pursuant to Section 12.1 of the Plan, the Board may amend the Plan at any time, subject to approval of the Company’s stockholders to the extent required by applicable law (including an increase in the number of Shares available for issuance under the Plan); and

…

LIFECORE BIOMEDICAL, INC.

2026 STOCK INCENTIVE PLAN

SECTION 1.INTRODUCTION.

1.1The Lifecore Biomedical, Inc. 2026 Stock Incentive Plan (the “Plan”) will be effective on October 16, 2026 (the “Effective Date”), subject to its approval by the Company’s stockholders at an annual or special meeting of stockholders within one year following the date adopted by the Board (the “Stockholder Approval”). The Plan shall supersede the Existing Equity Plan effective as of the Effective Date such that no further awards shall be made under the Existing Equity Plan on or after such date. However, this Plan shall not, in any way, affect awards under the Existing Equity Plan that are outstanding as of the Effective Date. If Stockholder Approval is not obtained, no Awards will be made under this Plan and the Existing Equity Plan will continue in effect in accordance with its terms.

…

---

Exhibit 10.1

CONSULTING AGREEMENT

This Consulting Agreement (“Agreement”) is effective as of June 5, 2026 (the “Effective Date”) by and between Grace Therapeutics, Inc., a Delaware corporation, with a business address of 103 Carnegie Center, Suite 300, Princeton, NJ 08540 (“Company”), and Carrie D’Andrea, having an address at [•] (“Consultant”).

WHEREAS, Company desires to retain Consultant as an independent contractor to perform consulting services for Company; and

WHEREAS, Consultant is willing to perform such services, on the terms described herein.

NOW, THEREFORE, in consideration of the foregoing, and of the covenants, terms and conditions hereinafter expressed, the parties agree as follows:

…

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (this “Agreement”) with an effective date of June 2, 2026 is executed by SENSUS HEALTHCARE, INC., a Delaware corporation with an address of 851 Broken Sound Parkway N.W., #215, Boca Raton, Florida 33487 (“Debtor”), and CITY NATIONAL BANK OF FLORIDA, its successors and/or assigns, with an address is 2701 S. LeJeune Road, Coral Gables, Florida 33134 (“Lender”).

R E C I T A L S

A. Debtor has requested, and Lender has agreed to make a revolving credit facility available to Debtor in the maximum principal amount of FIFTEEN MILLION AND 00/100 DOLLARS ($15,000,000.00) (the “Loan”), as evidenced by that certain Revolving Promissory Note dated of even date herewith from Debtor in favor of Lender (as the same may be amended, restated, modified or replaced from time to time, the “Note”). The Note is secured, among other things, by a first priority security interest (subject to Permitted Liens (as defined below)) in all the business assets of Debtor. The funds are to be used by Debtor for working capital needs.

…

PLEDGED COLLATERAL

AND RESTRICTED ACCOUNT AGREEMENT

THIS PLEDGED COLLATERAL AND RESTRICTED ACCOUNT AGREEMENT (the “Pledged Collateral Agreement”) is executed on June 2, 2026, by SENSUS HEALTHCARE, INC., a Delaware corporation with an address of 851 Broken Sound Parkway N.W. #215, Boca Raton, Florida 33487 (“Borrower”) and CITY NATIONAL BANK OF FLORIDA, its successors and/or assigns, with an address of 2701 S. LeJeune Road, Coral Gables, Florida 33134 (“Lender”).

RECITALS

A.Borrower has requested and Lender has agreed to make a revolving credit facility available to Borrower in the maximum principal amount of FIFTEEN MILLION AND 00/100 DOLLARS ($15,000,000.00) (the “Loan”) as evidenced by that certain Revolving Promissory Note of even date herewith, from Borrower in favor of Lender (as the same may be amended, restated, modified or replaced from time to time, the “Note”) which Loan is to be used for by Borrower for working capital needs.

…

Florida Documentary Taxes in the amount of $2,450.00 are being paid in connection with this Revolving Promissory Note, as required by Florida law.

REVOLVING PROMISSORY NOTE

Effective

Date of Note:	June 2, 2026
Amount of Note:	FIFTEEN MILLION AND 00/100 DOLLARS ($15,000,000.00)
Maturity Date:	June 5, 2027, unless otherwise extended and/or accelerated pursuant to and in accordance with the terms and conditions set forth in this Note or extended as provided herein.

…