Browse EX-10 agreements

First** AMENDMENT TO**

Real Estate Purchase and Sale Agreement

THIS First AMENDMENT TO Real Estate Purchase and Sale Agreement (the “First Amendment”) is made effective this 12th day of August, 2026 (“Effective Date”), by and between CHINO VALLEY PROPERTIES, LLC, an Arizona limited liability company (hereinafter referred to as “Seller”) and 2148 Chino LLC, an Arizona limited liability company (hereinafter referred to as “Purchaser”).

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RECITALS

WHEREAS, Broken Arrow Herbal Center, Inc. (“Original Buyer”) and Seller entered into a Real Estate Purchase and Sale Agreement dated April 20, 2026 (the “Agreement”), whereby Seller agreed to sell and Purchaser agreed to purchase real property located in the Town of Chino Valley, County of Yavapai, State of Arizona commonly known as 2144-2148 N. Road 1 East, Chino Valley, Arizona 86323 and designated as APN Nos. 306-14-008M, 306-14-008K, 306-14-008N, and 306-14-008F (the “Property”), and as more fully described in the Agreement; and

WHEREAS, Green Valley Group, LLC, an Arizona limited liability company (“GVG”) and Kingman Property Group, LLC, an Arizona limited liability company (“KPG”) were additional seller parties to the Agreement, and their interest in the Agreement has been satisfied. Accordingly, GVG and KPG have no further rights, duties, or liabilities under the Agreement as it applies to this First Amendment.

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Exhibit 10.1

EXECUTION VERSION

	Published CUSIP Number:	30208UAA8
	Revolving Credit CUSIP Number:	30208UAB6
	Term Loan CUSIP Number:	30208UAC4

$600,000,000 REVOLVING CREDIT FACILITY
$400,000,000 TERM LOAN

CREDIT AGREEMENT

dated as of

August 18, 2026

among

EXLSERVICE HOLDINGS, INC.,
as the Borrower,

the other Loan Parties party hereto,

the Lenders party hereto,

and

PNC BANK, NATIONAL ASSOCIATION,

as Administrative Agent, Swingline Loan Lender and Issuing Bank

PNC CAPITAL MARKETS LLC, BANK OF AMERICA, N.A.,
JPMORGAN CHASE BANK, N.A. and TD BANK, N.A.,

as Joint Lead Arrangers and Joint Bookrunners,

BANK OF AMERICA, N.A.,
JPMORGAN CHASE BANK, N.A. and TD BANK, N.A.,

as Syndication Agents,

and

SANTANDER BANK, N.A. and WELLS FARGO BANK, N.A.,

as Co-Documentation Agents

TABLE OF CONTENTS

Page

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EXECUTION VERSION

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FOURTH AMENDMENT TO SECOND AMENDED AND

RESTATED CREDIT AGREEMENT

dated as of August 11, 2026

to

Second Amended and Restated Credit Agreement,

dated as of May 17, 2021

by and between

IDT TELECOM, INC.,

as the Borrower

and

TD BANK, NATIONAL ASSOCIATION,

as the Bank

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FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as same may hereafter be amended, modified, restated, supplemented and/or superceded and in effect, from time to time, this “Amendment”) is made as of August 11, 2026, by and between IDT TELECOM, INC., a Delaware corporation (the “Borrower”) and TD BANK, NATIONAL ASSOCIATION, a national banking association (the “Bank”).

W I T N E S S E T H:

WHEREAS, the parties have agreed to amend that certain Second Amended and Restated Credit Agreement, dated as of May 17, 2021 (as same has been and may hereafter be amended, modified and supplemented and in effect from time to time, collectively, the “Existing Credit Agreement”), as hereinafter set forth.

NOW, THEREFORE, the parties to this Amendment agree as follows:

Definitions. Unless otherwise defined in this Amendment, each capitalized term used in this Amendment and not defined in this Amendment shall be defined in accordance with the Existing Credit Agreement and the other Loan Documents.

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**Original Issue Discount Note**

Loan Amount: $

Principal Amount: $

Date:

For value received, the undersigned MITESCO, INC. (“Borrower”), at 505 BEACHLAND BLVD, SUITE 1-377, VERO BEACH, Florida 32963, each as principal, jointly and severally, promises to pay to the order of C/M CAPITAL MASTER FUND LP (“Lender”), at 1111 BRICKELL AVE., SUITE 2920, MIAMI, Florida 33131 (or at such other place as the Lender may designate in writing) the principal amount of $___________ (” Principal Amount”) and promises to abide by the terms and conditions provided in this Loan Agreement (“Agreement”).

I. Terms of Repayment

**(a) Payments. ** The Borrower shall pay the Loan Amount at the Interest Rate in full by October 10, 2026 (“Due Date”).

The outstanding Loan Amount shall accrue interest at an annual rate equal to 10% (“Interest Rate”) from the date of this Agreement until the entire Loan Amount is paid in full, whether at maturity, upon acceleration, by prepayment, or otherwise.

The parties acknowledge that the Loan Amount is being issued with an original issue discount (“OID”) of 20%. The Lender shall fund $100,000.00 (the “Funding Amount”) in consideration for the Borrower’s obligation to repay the full Loan Amount of $125,000.00. The difference between the Loan Amount and the Funding Amount constitutes the OID.

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THE ISSUANCE AND SALE OF THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN AVAILABLE EXEMPTION FROM REGISTRATION.

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MITESCO, INC.

** **

UNSECURED 10% OID CONVERTIBLE PROMISSORY NOTE

** **

Issuance Date

Purchase Price / Cash Funded

Original Issue Discount

Original Principal Amount

Interest Rate

Maturity Date

Holder

** **

August 2, 2026

	$20,000.00

$2,000.00 (equal to 10% of the Purchase Price)

	$22,000.00

10% per annum; 15% per annum during an Event of Default

February 2, 2027

AJB Capital Investments, LLC

FOR VALUE RECEIVED, Mitesco, Inc., a Nevada corporation (the “Company”), hereby promises to pay to the order of AJB Capital Investments, LLC, a Florida limited liability company, or its registered assigns (the “Holder”), the Original Principal Amount shown above, together with accrued and unpaid interest and all other amounts due under this Note, in accordance with this Note. This Note is issued pursuant to the Securities Purchase Agreement dated as of the Issuance Date between the Company and the Holder (the “Purchase Agreement”). Capitalized terms not defined in this Note have the meanings given in the Purchase Agreement.

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is entered into as of August 2, 2026 (the “Closing Date”), by and between Mitesco, Inc., a Nevada corporation (the “Company”), and AJB Capital Investments, LLC, a Florida limited liability company (the “Purchaser”). The Company and Purchaser are sometimes referred to individually as a “Party” and together as the “Parties.”

RECITALS

A.	The Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase, an unsecured convertible promissory note in the original principal amount of $22,000.00 in the form attached as Exhibit A (the “Note”).

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NOTE PURCHASE AGREEMENT

THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of August 14, 2026 (the “Execution Date”), is entered into by and between CHANGE AGENTS CORPORATION, a Delaware corporation (the “Company”), and each of the purchasers identified on the Issuance Schedule, including C/M Capital Master Fund, LP (collectively, the “Purchasers” and each, a “Purchaser”). Each capitalized term used herein shall have the meaning ascribed thereto in Section 7 below, or as otherwise defined herein.

** **

WHEREAS, the Company and the Purchasers are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933 (the “Securities Act”); and

** **

WHEREAS, each Purchaser desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a promissory note of the Company, in the form attached hereto as Exhibit A, to each Purchaser in the respective principal amount set forth opposite such Purchaser’s name on the Issuance Schedule attached hereto (each such note, together with any note issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, a “Note” and collectively, the “Notes”); and

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L1 CAPITAL GLOBAL OPPORTUNITIES MASTER FUND

1688 Meridian Avenue, Level 6

Miami Beach, Florida 33139

August 13, 2026

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3 E Network Technology Group Limited No.118 Connaught Road West, 3003-2 Hong Kong Attention: Tingjun Yang E-mail: yangtingjun@3ekeji.cn

Re: Letter Agreement - Amendment to Purchase Agreement (“Letter Agreement”)

Ladies and Gentlemen:

Reference is made to the Purchase Agreement, dated as of February 11, 2026, by and between L1 CAPITAL GLOBAL OPPORTUNITIES MASTER FUND (“L1 Capital”), and 3 E Network Technology Group Limited, a British Virgin Islands business company (the “Company” and, together with L1 Capital, the “Parties”).

Capitalized terms used but not defined herein shall have the meanings as ascribed to such terms in the Purchase Agreement.

By signing below, the Parties agree that pursuant to this letter agreement (this “Letter Agreement”), the Purchase Agreement is hereby amended as follows:

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***Execution Version ***

FOURTH AMENDED AND RESTATED SENIOR SECURED

REVOLVING CREDIT AGREEMENT

dated as of

August 12, 2026

between

APOLLO DEBT SOLUTIONS BDC

as Borrower

The LENDERS Party Hereto

JPMORGAN CHASE BANK, N.A.

as Administrative Agent

BANK OF AMERICA, N.A.

BNP PARIBAS

HSBC BANK, USA, N.A.

ING CAPITAL LLC

PNC CAPITAL MARKETS LLC

ROYAL BANK OF CANADA

SUMITOMO MITSUI BANKING CORPORATION

STATE STREET BANK AND TRUST COMPANY

TRUIST BANK

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Syndication Agents

$3,990,000,000

JPMORGAN CHASE BANK, N.A.

BOFA SECURITIES, INC.

ING CAPITAL LLC

PNC CAPITAL MARKETS LLC

ROYAL BANK OF CANADA

SUMITOMO MITSUI BANKING CORPORATION

TRUIST SECURITIES, INC.

WELLS FARGO SECURITIES, LLC

as Joint Bookrunners and Joint Lead Arrangers

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TABLE OF CONTENTS

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NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

FORM OF COMMON STOCK PURCHASE WARRANT

SINGULARITY FUTURE TECHNOLOGY LTD.

Warrant Shares: [*]	Issuance Date: [●, 2026]

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Amendment to

SECURITIES PURCHASE AGREEMENT

This AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of [__], 2026, by and among Singularity Future Technology Ltd., a Virginia corporation (the “Company”), and each investor identified on the signature page hereto (each, including its successors and assigns, an “Investor” and collectively the “Investors”).

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RECITALS

** **

WHEREAS, the Company and the Investors entered into that certain Securities Purchase Agreement, dated as of June 19, 2025 (the “Securities Purchase Agreement”);

** **

WHEREAS, the transaction contemplated in the Securities Purchase Agreement has not consummated as of the date hereof;

** **

WHEREAS, the Company and the Investors desire to make certain amendments to the Securities Purchase Agreement and the Warrant as set forth in this Amendment and the Amended and Restated Warrant.

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NOW THEREFORE, in consideration of the mutual covenants contained in this Amendment, and for other goods and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto accordingly agree as follows:

1. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to them in the Securities Purchase Agreement.

2. Amendments.

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CONFIDENTIAL

SENIOR SECURED CONVERTIBLE 25% ORIGINAL ISSUE DISCOUNT

PROMISSORY NOTE AND SECURITY AGREEMENT

THIS SENIOR SECURED 25% ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE AND SECURITY AGREEMENT (the “Note” or this “Agreement”) is made on August 12, 2026, by and between Abri Capital Limited, a private limited company incorporated in Bermuda, with its registered address at 2 Church Street, Hamilton HM11 Bermuda (the “LENDER”) and XCF Global, Inc., a Delaware corporation with its principal executive offices at 3040 Post Oak Blvd., 18th Floor, Suite 164, Houston, Texas 77056, United States (the “BORROWER”). The LENDER and the BORROWER are referred to individually as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS the LENDER wishes to lend funds to the BORROWER on a short-term, senior secured bridge basis, and the BORROWER wishes to borrow such funds;

WHEREAS the BORROWER’s obligations under this Note are to be secured by a first-priority security interest in the Collateral, and are to be supported by the Pledged Shares and the registration rights described herein;

NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:

ARTICLE I: DEFINITIONS

As used in this Agreement, the following terms have the meanings set forth below; other capitalized terms are defined where they first appear.

“Collateral” has the meaning set forth in Section 4.1.

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