Browse EX-10 agreements

Execution Version

AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of April 25, 2025 (this “Agreement”), is entered into by and among Alloy Parent Limited, a private company limited by shared incorporated in Jersey under the number 130426 (“Holdings”), Doncasters US Finance LLC, a Delaware limited liability company, Doncasters US LLC, a Delaware limited liability company (each as a “Borrower” and collectively, the “Borrowers”), each other Loan Party party hereto, the Term Lenders party hereto, GLAS USA LLC, as administrative agent for the Lenders (the “Administrative Agent”) and GLAS AMERICAS LLC, as collateral agent for the Lenders (the “Collateral Agent”).

RECITALS

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7 June 2024

GLAS USA LLC, as Administrative Agent for the Lenders party to the Credit Agreement referred to below C/O Global Loan Agency Services Limited 55 Ludgate Hill Level 1 West, London EC4M 7JW Attention: Transaction Management Group/Doncasters Tel: [***] Email: [***]

Re:	Amendment to Credit Agreement

Ladies and Gentlemen:

Reference is hereby made to that certain Credit Agreement, dated as of April 23, 2024 (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”) by and among Alloy Parent Limited, a private company limited by shares incorporated in Jersey under the number 130426 (“Holdings”), Doncasters US Finance LLC, a Delaware limited liability company (“Doncasters Finance”) and Doncasters US LLC, a Delaware limited liability company (“Doncasters”, and together with Doncasters Finance, each as a “Borrower” and collectively, the “Borrowers”), the Lenders party thereto, GLAS USA LLC, as administrative agent (the “Administrative Agent”) and GLAS Americas LLC, as

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Execution Version

CREDIT AGREEMENT

dated as of April 23, 2024 among

ALLOY PARENT LIMITED,

as Holdings,

DONCASTERS US FINANCE LLC

and DONCASTERS US LLC,

as Borrowers,

THE LENDERS PARTY HERETO,

GLAS USA LLC,

as Administrative Agent,

GLAS AMERICAS LLC,

as Collateral Agent, and

JEFFERIES LLC,

as sole Lead Arranger and sole Bookrunner

TABLE OF CONTENTS

Page

	ARTICLE I
	DEFINITIONS
Section 1.01	Defined Terms	1
Section 1.02	Classification of Loans and Borrowings	61
Section 1.03	Terms Generally	61
Section 1.04	Accounting Terms; IFRS	62
Section 1.05	Pro Forma Calculations	63
Section 1.06	Rounding	63
Section 1.07	Timing of Payment or Performance	63
Section 1.08	Certifications; Provision of Information	63
Section 1.09	Compliance with Article VI	63
Section 1.10	Times of Day	63
Section 1.11	Currency Generally	64
Section 1.12	Limited Condition Transactions	65

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​	​	Exhibit 10.1

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MASTER COLLABORATIONANDLICENSE****AGREEMENT

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This Master Collaboration and License Agreement ("Agreement") is entered into and effective as of the date of last signature ("Effective****Date") by and between Aspira Women's Health Inc. having an address at 121117 Bee Caves Road, Building III, Suite l 00, Austin, TX 78738 ("Aspira") and The Cleveland Clinic Foundation, an Ohio non-profit corporation having an address at 9500 Euclid Avenue, Cleveland, Ohio 44195, United States **("CCF").**Each of Aspira and CCF may be referred to herein as a "Party" to this Agreement, and together, as the "Parties".

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RECITALS

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**WHEREAS,**Aspira is a diagnostic company focused on women's health.

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**WHEREAS,**CCF is a non-profit educational, research and health care institution;

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PELOTON INTERACTIVE, INC. 441 9th Ave.,

New York, NY 10001

May 21, 2026

Mr. Siddharth Thacker

[***]

Via Email

Dear Sid:

Peloton Interactive, Inc. (the “Company”) is pleased to offer you employment on the following terms, commencing on June 22, 2026 (the “Commencement Date”):

1.Position. Your title will be Chief Financial Officer and you will report to the Company’s Chief Executive Officer and President. This is a full-time position. While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company. By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company. During your employment, you may (A) consistent with Company governance policies, serve on corporate boards or committees of businesses that are not competitors of the Company, with prior written approval of the Chief Executive Officer an

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FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT

This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of May 22, 2026, is entered into by and between Nocera, Inc., a Nevada corporation (the “Company”), and [•] (the “Buyer” or “[•]”). The Company and the Buyer are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Company and the Buyer are parties to that certain Securities Purchase Agreement, dated as of October 31, 2025 (the “Purchase Agreement”), pursuant to which the Company agreed to issue and sell to the Buyer, and the Buyer agreed to purchase from the Company, Senior Secured Convertible Notes of the Company (the “Notes”) convertible into shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), upon the terms and subject to the conditions set forth therein; and

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 22, 2026, is made by and between [•], a Delaware limited liability company (the “Investor”), and NOCERA, INC., a Nevada corporation (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS, the Company and the Investor have entered into that certain Equity Purchase Facility Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to $100.0 million of newly issued Common Stock (as defined below) (the “Common Shares”); and

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EQUITY PURCHASE FACILITY AGREEMENT

THIS EQUITY PURCHASE FACILITY AGREEMENT (this “Agreement”), dated as of May 22, 2026, is made by and between [•], a Delaware limited liability company, or its registered assigns (the “Investor”) and Nocera, Inc. a Nevada corporation (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to an aggregate of $100 million (the “Commitment Amount”) in newly issued shares of common stock of the Company, par value $0.001 per share (the “Common Shares”);

WHEREAS, the Common Shares are listed on the Nasdaq Capital Market under the symbol “NCRA”;

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SAFEPOINT HOLDINGS, INC.

2026 EMPLOYEE STOCK PURCHASE PLAN

1. General; Purpose.

(a) The Plan provides a means by which Eligible Employees may be given an opportunity to purchase shares of Common Stock pursuant to an Employee Stock Purchase Plan.

(b) The Company, by means of the Plan, seeks to retain the services of existing Employees, to secure and retain the services of new Employees and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Related Corporations.

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RESTRICTED STOCK GRANT NOTICE AND AGREEMENT

Safepoint Holdings, Inc. (the “Company”), pursuant to its 2026 Stock Incentive Plan (as may be amended, restated and/or otherwise modified from time to time, the “Plan”), hereby grants to Holder the number of shares of Restricted Stock set forth below. The shares of Restricted Stock are subject to all of the terms and conditions of this Restricted Stock Grant Notice and Agreement (this “Award Agreement”), as well as the terms and conditions of the Plan, all of which are incorporated herein in their entirety. To the extent that any provisions herein (or portion thereof) conflict with any provision of the Plan, the Plan shall prevail and control. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.

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RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENT

Safepoint Holdings, Inc. (the “Company”), pursuant to its 2026 Stock Incentive Plan (as may be amended, restated and/or otherwise modified from time to time, the “Plan”), hereby grants to Holder the number of Restricted Stock Units set forth below, each Restricted Stock Unit being a notional unit representing the right to receive one share of Stock, subject to adjustment as provided in the Plan (the “Restricted Stock Units”). The Restricted Stock Units are subject to all of the terms and conditions set forth in this Restricted Stock Unit Grant Notice and Agreement (this “Award Agreement”), as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety. To the extent that any provisions herein (or portion thereof) conflict with any provision of the Plan, the Plan shall prevail and control. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.

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SAFEPOINT HOLDINGS, INC.

2026 STOCK INCENTIVE PLAN

1. Purpose.

The purpose of the Plan is to assist the Company in attracting, retaining, motivating, and rewarding certain employees, officers, directors, and consultants of the Company and its Affiliates and promoting the creation of long-term value for stockholders of the Company by closely aligning the interests of such individuals with those of such stockholders. The Plan authorizes the award of Stock-based incentives to Eligible Persons to encourage such Eligible Persons to expend maximum effort in the creation of stockholder value. The Plan succeeds the Prior Plan for Awards granted on or after the Effective Date and no additional awards may be made under the Prior Plan on or after the Effective Date. The adoption and effectiveness of the Plan will not affect the terms or conditions of any awards granted under the Prior Plan prior to the Effective Date.

2. Definitions.

For purposes of the Plan, the following terms shall be defined as set forth below:

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