Browse EX-10 agreements

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AMENDMENT TO SPAC HOLDERS SUPPORT AGREEMENT

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This Amendment to SPAC Holders Support Agreement (this “Amendment”), dated as of August 31, 2026 (the “Amendment Date”), amends that certain SPAC Holders Support Agreement, dated as of October 13, 2025 (the “Agreement”), by and among Inflection Point Fund I, LP, a Delaware limited partnership (“IPF”), Maywood Sponsor, LLC, a Delaware limited liability company (“Maywood Sponsor”) (Maywood Sponsor and IPF, each a “Sponsor” and, collectively, the “Sponsors”), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“Cohen”), Seaport Global Securities LLC (“Seaport”, and together with Cohen, the “Representatives”), Inflection Point Acquisition Corp. V (formerly known as Maywood Acquisition Corp.), a Cayman Islands exempted company (“SPAC”), GOWELL Technology Limited, a Cayman Islands exempted company (the “Company”), and GOWell Energy Technology, a Cayman Islands exempted company (“PubCo”). The Sponsors, the Representatives, SPAC, the Company, and PubCo are each referred to herein as a “Party” and collectively as the “Parties”. All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement.

WHEREAS, pursuant to Section 3.6 of the Agreement, the Parties may amend the Agreement by executing an amendment in writing; and

WHEREAS, the Parties desire to amend the Agreement as provided below.

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$350,000,000

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

dated as of August 27, 2026

by and among

DIGI INTERNATIONAL INC.,

as the Borrower,

THE GUARANTORS FROM TIME TO TIME PARTY HERETO,

THE LENDERS PARTY HERETO,

and

BMO BANK N.A.,

as Administrative Agent and Collateral Agent

**BMO CAPITAL MARKETS CORP., BANK OF AMERICA, N.A. **and **MUFG BANK, **

**LTD.,
**as Joint Lead Arrangers,

and **BMO CAPITAL MARKETS CORP. **and **BANK OF AMERICA, N.A. **as Joint

Bookrunners

Table of ContentS

		Page
SECTION 1 DEFINITIONS		2
1.1	Defined Terms	2

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*Execution Version *

**FIRST AMENDMENT TO **

**CONTRIBUTION AGREEMENT **

This FIRST AMENDMENT TO CONTRIBUTION AGREEMENT, dated as of August 29, 2026 (this “Amendment”), is entered into by and among Americold Realty Operating Partnership, L.P., a Delaware limited partnership (“Americold”), Americold North America JV Member, LLC, a Delaware limited liability company (“Americold JV Member”), and Snowfall Topco LP, a Delaware limited partnership (“Investor”). Americold, Americold JV Member and Investor are each referred to herein individually as a “Party” and, collectively, as the “Parties.” Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Contribution Agreement (as defined below).

**RECITALS **

WHEREAS, the Parties, together with each of the entities listed on Schedule A hereto, are parties to that certain Contribution Agreement, dated as of May 7, 2026 (the “Contribution Agreement”);

WHEREAS, pursuant to Section 2.2.4 of the Contribution Agreement, the Allocated Gross Asset Value set forth on Schedule 2.2.2 of the Contribution Agreement and the allocations of Allocated Real Property Value and personal property set forth on Schedule 2.2.3 of the Contribution Agreement may be updated and amended by the mutual written agreement of Americold and Investor prior to the Closing;

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CANCELLATION AGREEMENT

This Cancellation Agreement is entered into as of August 28, 2026 (this “Agreement”), among T3 Defense Inc., a Delaware corporation (“T3”), Project 35 Ltd. (the “Company”) and X S.A. Security and Defense Ltd. (“XSA”).

WHEREAS, pursuant to the terms and provisions of the Stock Purchase Agreement dated as of July 6, 2026 (the “Purchase Agreement”; capitalized terms used in this Agreement shall have the meanings ascribed to such terms in the Purchase Agreement unless otherwise defined herein) among the parties hereto, T3 purchased a 60% equity interest in the Company from XSA; and

WHEREAS, the Parties desire to unwind the acquisition and cancel the Purchase Agreement in its entirety, including without limitation, T3 returning the Purchased Shares to XSA and XSA returning the Buyer Common Stock and cancelling the Note.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

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1. Cancellation of Acquisition. The Parties desire to restore each other to the position they were prior to the consummation of the transactions described in the Purchase Agreement. Accordingly, simultaneous with the execution and delivery of this Agreement,

(a) T3 shall deliver the Purchased Shares to XSA with a duly executed share transfer deed and any other instrument necessary to register the Purchased Shares in the name of XSA on the register of shareholders of the Company; and

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INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (the “Agreement”) is made and entered into as of this August 26, 2026 by and between iSpecimen Inc., a Delaware corporation, and Shahin Behroyan Lim (the “Contractor”) through his personal corporation,1605811 BC Ltd., a company incorporated under the laws of the Province of British Columbia, Canada.

	1.	Engagement and Scope of Services

	1.1	The Company hereby retains Contractor as an independent contractor to provide strategic leadership, oversight, and advisory services as Chief Executive Officer (the “CEO”) of the Company.

	1.2	Contractor’s services shall include, but are not limited to:

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SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (this “Agreement”) is made and entered into as of August 31, 2026, by and between Sono Group N.V., a public company with limited liability under Dutch law (naamloze vennootschap), (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

RECITALS

WHEREAS, the parties desire that, upon the terms and subject to the conditions and limitations set forth herein, the Company desires to issue and sell to the Purchasers, and the Purchasers desire to purchase from the Company, an aggregate of 283,500 Ordinary Shares of the Company as more fully described in this Agreement (the “Purchased Shares”); and

WHEREAS, such sale of the Purchased Shares by the Company to the Purchasers will be made pursuant to an effective registration statement on Form S-3 previously filed by the Company with the Commission under the Securities Act.

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

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:

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AMENDMENT NO. 2 TO AMENDED AND

RESTATED EMPLOYMENT AGREEMENT

This Amendment No. 2 (the “Second Amendment”) is made and entered into as of the last date that appears below the parties’ signature lines on the last page of this Amendment, by and between Coffee Holding Co., Inc. (“Company”) and Mr. Andrew Gordon, an individual, (the “Executive”) (each individually, a “Party,” and collectively, the “Parties”).

WHEREAS, the Company and Executive entered into that certain Amended and Restated Employment Agreement, dated April 11, 2008 (the “2008 Agreement”);

WHEREAS, the Company and Executive entered into that certain Amendment No. 1 to the 2008 Agreement, dated February 26, 2026 (the “First Amendment”);

WHEREAS, the Parties wish to further amend the 2008 Agreement, as amended by the First Amendment (the “Employment Agreement”), as set forth herein; and

WHEREAS, the defined terms in the Employment Agreement shall have the same meaning as in the Employment Agreement when used in this Second Amendment.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations, set forth herein, the Parties agree that the Employment Agreement is hereby amended as follows:

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I.	Amendments to the Employment Agreement.

A. Section 3.1 of the Employment Agreement is hereby deleted in its entirety and replaced by the following text:

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**AMERICOLD LOGISTICS LLC **

**AMENDED AND RESTATED EXECUTIVE SEVERANCE BENEFITS PLAN **

(Amendment and Restatement Effective August 25, 2026)

The purpose of this Americold Logistics, LLC Amended and Restated Executive Severance Benefits Plan (“Plan”) is to assist eligible employees whose employment with Americold Logistics, LLC (the “Company”) or any of its Affiliates is terminated due to an involuntary termination without Cause or a resignation for Good Reason (as such terms are defined below), or other similar circumstances, as determined in the Plan Administrator’s sole discretion, as well as similar circumstances which occur in connection with a Change in Control (as defined below). The Plan was initially effective as of February 24, 2022 (“Effective Date”), amended to make certain clarifications as of December 9, 2024 and amended and restated as of August 25, 2026. For avoidance of doubt, Executives hired before the Effective Date of this Plan are not eligible for and specifically excluded from participation in this Plan and severance benefits, if any, are outlined in those Executives’ individual employment agreements.

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CONSULTING AND CONTRACTOR AGREEMENT

THIS CONSULTING AND CONTRACTOR AGREEMENT (“Agreement”) is entered by and between Asbury Automotive Group, Inc. (“Asbury” or “the Company”) and Jed M. Milstein (“Contractor” or “Milstein”), effective as of the date of the final signature below. Asbury and Contractor may each sometimes be referred to herein as a “Party” and together as the “Parties.”

WHEREAS, Milstein’s employment with Asbury Automotive Group, Inc. ended on August 19, 2026 (the “Separation”);

WHEREAS, the Company and Milstein are parties to a Severance Pay Agreement for Key Employee (the “Severance Pay Agreement”) dated February 21, 2017 relating, in part, to certain rights and obligations of the parties on the separation of Milstein’s employment with Company;

WHEREAS, Milstein executed a General Full and Final Release Agreement on August 24, 2026 (the “Release Agreement); and

WHEREAS, the Company wishes to engage Milstein as a Contractor to provide human resources consulting and advisory services to the Company and its Human Resources Department;

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Contractor agree as follows:

1.    Scope of Engagement.

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		Air Lestari Sdn Bhd Level 23rd, Bangunan Darul Ehsan, Jalan Indah, Seksyen 14, Lestari 40000 Shah Alam, Selangor Darul Ehsan www.airlestari.com.my Tel: +603-5513 8898 email: admin@airlestari.com.my

	TO :	KAINAN SDN BHD

20-1F, Jalan Setia Perdana BF U13/BF,

Bandar Setia Perdana,

40170 Shah Alam, Selangor

Ref: Dato' Whitney Tan Ann Nee

Tel : +603 5882 7272
Email: info@kainan.com.my

		PO No : ALSB/LOA/PROJECT/001
		Date : 27 January 2026

Date:

PURCHASE ORDER

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Contract No.: CCCC/ECRL/C04/FB/2022/022

AGREEMENT

FOR

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Construction Infrastructure Labour Works

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BETWEEN

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CHINA COMMUNICATIONS CONSTRUCTION (ECRL) SDN. BHD.

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And

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KAINAN SDN. BHD.

[776506-W]

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EAST COAST RAIL LI****NK PROJECT

(SECTION 4)

TABLE OF CONTENTS

1.0	DEFINITIONS AND INTERPRETATIONS	1
2.0	DURATION OF AGREEMENT	3
3.0	UNIT RATES	3
4.0	SCOPE OF WORKS	5
5.0	OBLIGATIONS OF THE SUBCONTRACTOR	5
6.0	OBLIGATIONS AND ENTITLEMENTS OF THE MAIN CONTRACTOR	8
7.0	PAYMENT TERMS	9
8.0	FORCE MAJEURE	9
9.0	INSURANCES	10
10.0	INDEMNITY	11
11.0	SUSPENSION	'11
12.0	TERMINATION	11
13.0	DEFAULT	11
14.0	DISPUTE RESOLUTION	12
15.0	ASSIGNMENT, SUBLETTING AND SUBCONTRACTING	13

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Exhibit 10.16

	Our reference : ALSB/Corp/L TR/2025/005
	Date : 18 July 2025

KAINAN SDN BHD
200701018495(0776506-W)
20-2 F, Jalan Setia Perdana BF U13/BF,	***Private ***& Confidential
Bandar Setia Perdana,	By Hand
40170 Shah Alam,
Selangor Darul Ehsan

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Attn: Dato Whitney Tan Ann Nee, Deputy Director

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Dear YBhg. Dato,

APPOINTMENT AS PANEL SPECIALIST AND SERVICE PROVIDER FQR THE PROVISION OF DETAIL ENGINEERING DESIGN AND BUILD WATER RECLAMATION PLANT AND OPERATION AND MAINTENANCE OF WATER RECLAMATION PLANT FOR AND ON BEHALF OF AIR LESTARI SDN BHD

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Letter of Appointment as Panel Specialist and Service Provider

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Reference is made to the abovesaid matter and the following:

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