Browse EX-10 agreements

Exhibit 10.2

ADVISORY AGREEMENT

This Advisory Agreement (this “Agreement”) dated as of September 29, 2026 (the “Effective Date”), is entered into by and between Carlsmed, Inc., a Delaware corporation with an office at 1800 Aston Avenue, Suite 100, Carlsbad, CA 92008 (“CARLSMED”), and Leo Greenstein (the “Advisor”).

WHEREAS, CARLSMED and Advisor are parties to that certain Separation and Release Agreement, dated as of September 29, 2026 (the “Separation Agreement”); and

WHEREAS, CARLSMED desires to engage Advisor to perform advisory services on behalf of CARLSMED and Advisor desires to perform such services on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein the parties hereby agree as follows:

1.

Advisory Services.

(a)

CARLSMED hereby retains Advisor and Advisor hereby agrees to perform such consulting and advisory services as CARLSMED may request and as set forth in Schedule A (the “Advisory Services”).

(b)

…

Carlsmed, Inc.

Inducement Stock Option Grant Notice

Carlsmed, Inc. (the “Company”) hereby grants to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”). The Company maintains the Carlsmed, Inc. 2025 Equity Incentive Plan (the “Plan”), which provides the general terms and conditions for certain equity incentive awards to the Company’s employees, consultants and directors. The Option is not awarded pursuant to or under the Plan, but rather is intended to constitute a non-plan based “inducement grant” as described in Nasdaq Listing Rule 5635(c)(4). Nonetheless, the terms and provisions of the Plan are hereby incorporated into this Stock Option Grant Notice (the “Grant Notice”) and related Stock Option Agreement (the “Option Agreement”) by this reference, as though fully set forth herein, as if this award was granted pursuant to the Plan.

…

Separation and Release Agreement

This Separation and Release Agreement (the “Agreement”), dated September 29, 2026, is made by and between Leo Greenstein (“you”) and Carlsmed, Inc. (the “Company”). This Agreement is effective on the later of the date it is fully executed by the Parties or the eighth (8th) day after you sign it, provided you do not revoke it before that day in accordance with Section 7(b) of this Agreement (the “Effective Date”). If you do not sign this Agreement within forty-six (46) days, it will be null and void and can no longer be accepted by you. You and the Company are collectively referred to herein as “Parties” and individually as “Party.”

1.

…

EMPLOYMENT AGREEMENT

This Employment Agreement(the “Agreement”) is entered into effective September 28, 2026 (the “Effective Date”), by and between Richard Heppenstall (“Executive”) and Carlsmed, Inc. (the “Company”).

WHEREAS, Executive and the Company mutually desire to enter into an agreement containing the terms and conditions pursuant to which the Company will employ Executive.

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:

1.

Employment by the Company.

1.1

…

Purchase AND Sale Agreement

(Marlin to Trio TRANSACTION)

THIS PURCHASE AND SALE AGREEMENT (the “Head Agreement”) is dated for reference as of the 25th day of September, 2026 (the “Agreement Date”).

BETWEEN:

** **

**MARLIN RESOURCES LTD.
**(the “Vendor”, or the “Transferor”);

AND

** **

**TRIO PETROLEUM CANADA, CORP.
**(the “Purchaser” or the “Transferee”).

RECITALS

** **

WHEREAS the Vendor wishes to sell, and the Purchaser wishes to purchase, the Vendor’s entire interest in and to the Assets from the Vendor, subject to and in accordance with this Head Agreement.

…

FORM OF NOTICE OF EXTENSION OF OUTSIDE DATE AND CONSENT TO DEFERRED CLOSING

Date: September 29, 2026

To:

Reference is made to that certain Stock Purchase Agreement, dated September 8, 2026 (the “Agreement”), by and between Indaptus Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature page(s) thereto (each, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement. The Company and the undersigned Purchaser hereby agree, solely as between the Company and such Purchaser, as follows:

** **

**1. Extension of Outside Date. **Notwithstanding anything to the contrary in Section 3.1 of the Agreement, the Outside Date applicable to the undersigned Purchaser shall be extended from September 29, 2026 to October 16, 2026 (the “Extended Outside Date”). All references in the Agreement to the “Outside Date,” solely with respect to the undersigned Purchaser, shall be deemed to refer to the Extended Outside Date.

** **

…

September 29, 2026

Dear Roger, 

**Congratulations! We are excited to invite you to join us at Mattel, where we empower generations to explore the wonder of childhood and reach their full potential. **

Mattel would like to extend you an offer of employment for the position of Chief Executive Officer at Mattel’s headquarters in El Segundo, California (subject to occasional and reasonable remote work and any required business travel), contingent on the terms and conditions set forth in the General Information section below. Your start date is a date mutually agreed between you and Mattel that is no later than November 2, 2026 (your actual start date, the “Start Date”), and this letter shall be effective as of the Start Date. In this role, you will report solely and directly to the Board of Directors of Mattel, Inc. (the “Board”), and devote your full business time and attention to the business and affairs of Mattel except as otherwise approved by the Board. You shall continue as a member of the Board and shall be re-nominated for election to the Board while serving as Chief Executive

…

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THE REMOVAL OF THIS LEGEND IN CONNECTION WITH ANY PROPOSED TRANSFER OR RESALE.

…

**GUARANTY AND COLLATERAL AGREEMENT **

This **GUARANTY AND COLLATERAL AGREEMENT **(this “Agreement”), dated as of September 25, 2026, among the Persons listed on the signature pages hereof as “Grantors” and those additional Persons that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and **HSBC BANK USA, NATIONAL ASSOCIATION **(the “Bank”), as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Agent”) for the Lenders (as defined in the Credit Agreement, as defined below) party to the Credit Agreement from time to time. Capitalized terms used herein but not defined shall be given the meaning of such terms in the Credit Agreement.

*WITNESSETH: *

…

**REVOLVING CREDIT AGREEMENT **

dated as of

September 25, 2026

by and among

POWER SOLUTIONS INTERNATIONAL, INC.,

as Borrower,

The **LOAN PARTIES **Party Hereto,

The **LENDERS **Party Hereto,

HSBC BANK USA, NATIONAL ASSOCIATION,

as Administrative Agent,

and

**HSBC BANK USA, NATIONAL ASSOCIATION, **

**AUSTRALIA AND NEW ZEALAND **

**BANKING GROUP, **and

**BANK OF CHINA LIMITED, CHICAGO BRANCH, **

as Joint Lead Arrangers and Joint Bookrunners

---

**TABLE OF CONTENTS **

…

**FIFTH AMENDMENT TO CREDIT AGREEMENT **

**FIFTH AMENDMENT TO CREDIT AGREEMENT **dated as of September 29, 2026 (this “Amendment”), by and among Pitney Bowes Inc., a Delaware corporation (the “Borrower”), the Loan Parties party hereto, Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and as the Additional 2026 Tranche B Term Loan Lender (as defined below), and each Fifth Amendment Consenting Term Lender (as defined in Exhibit A hereto).

**RECITALS: **

…

PROMISSORY NOTE

$7,000,000.00	Issue Date: September 29, 2026

FOR VALUE RECEIVED, ONAR, LLC, a Delaware limited liability company (“Maker”), promises to pay to the order of Advertise Purple Holdings Inc., a California corporation (“Holder”), the sum of Seven Million and 00/100 Dollars ($7,000,000.00), or so much thereof as may from time to time be outstanding, together with interest thereon at a simple interest rate per annum equal to 8.0%, all payable in lawful money of the United States of America and all other sums due under the terms of this Promissory Note. Interest shall be computed on the basis of a year of 365 days for the actual number of days elapsed. This Promissory Note is issued pursuant to the terms of the Securities Purchase Agreement, dated as of the date hereof, by and between Maker, Holder and the other parties thereto (the “Purchase Agreement”). Capitalized terms used but not otherwise de

…