Browse EX-10 agreements

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LOAN AGREEMENT

THIS LOAN AGREEMENT (this "Agreement") is dated effective as of the 14th day of May, 2025.

BETWEEN:

COUNTRYMAN INVESTMENTS LIMITED, a corporation having an address at #

(Email: #)

(the "Lender")

AND:

GREENPOWER MOTOR COMPANY INC., a corporation having an address at

#

(Email: #)

(the "Borrower")

WHEREAS:

A. The Borrower intends to borrow up to $2,000,000 USD in tranches from several lenders (the "Loan Facility") with the Lender participating in the first tranche of the Loan Facility pursuant to this Agreement;

B. The Lender has agreed to provide a loan in the principal amount of $250,000 USD (the "Principal Amount") to the Company in accordance with the terms and conditions of this Agreement; and

C. The Borrower wishes to borrow monies from the Lender on the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lender and the Borrower (each, a "Party" and, together, the "Parties") covenant and agree as set forth below:

1. DEFINITIONS; INTERPRETATION

1.1 For the purpose of this Agreement, the following words and phrases will have meanings set forth below unless the Parties or the context otherwise require(s):

(a) "$" means lawful currency of the United States of America;

(b) "Advance Date" has the meaning set out in Section 2.1;

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LOAN AGREEMENT

THIS LOAN AGREEMENT (this "Agreement") is dated effective as of the 14th day of May, 2025.

BETWEEN:

FWP ACQUISITION CORP., a corporation having an address at #

(Email: #)

(the "Lender")

AND:

GREENPOWER MOTOR COMPANY INC., a corporation having an address at #

(Email: #)

(the "Borrower")

WHEREAS:

A. The Borrower intends to borrow up to $2,000,000 in tranches from several lenders (the "Loan Facility") with the Lender participating in the first tranche of the Loan Facility pursuant to this Agreement;

B. The Lender has agreed to provide a loan in the principal amount of $250,000 (the "Principal Amount") to the Company in accordance with the terms and conditions of this Agreement; and

C. The Borrower wishes to borrow monies from the Lender on the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lender and the Borrower (each, a "Party" and, together, the "Parties") covenant and agree as set forth below:

1. DEFINITIONS; INTERPRETATION

1.1 For the purpose of this Agreement, the following words and phrases will have meanings set forth below unless the Parties or the context otherwise require(s):

(a) "$" means lawful currency of the United States of America;

(b) "Advance Date" has the meaning set out in Section 2.1;

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Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”.

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LOAN AND SECURITY AGREEMENT

dated as of August 12, 2026

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by and among

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INNOVATUS LIFE SCIENCES LENDING FUND I, LP,

as Collateral Agent,

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COHERUS ONCOLOGY, INC.,

COHERUS INTERMEDIATE CORP,

SURFACE ONCOLOGY, LLC, and

INTEKRIN THERAPEUTICS INC.

as co-Borrowers,

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and

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The Lenders listed on Schedule 1.1hereof

or otherwise a party hereto from time to time

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340593444 v2

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Table of Contents

Page

1.DEFINITIONS, ACCOUNTING AND OTHER TERMS‌1

1.1Certain Defined Terms‌1

1.2Terms Generally‌1

2.LOANS AND TERMS OF PAYMENT‌1

2.1Promise to Pay‌1

2.2Term Loan Commitments‌1

2.3Payment of Interest on the Term Loan‌3

2.4Fees‌4

2.5Withholding‌6

2.6Secured Promissory Notes‌6

3.CONDITIONS OF LOANS‌6

3.1Conditions Precedent to Effective Date‌6

3.2Conditions Precedent to the Term A Loan‌7

3.3Conditions Precedent to All Term Loans‌8

3.4Covenant to Deliver‌8

3.5Procedures for Borrowing‌9

4.CREATION OF SECURITY INTEREST‌9

4.1Grant of Security Interest‌9

4.2Authorization to File Financing Statements‌9

4.3Pledge of Shares Collateral‌9

5.REPRESENTATIONS AND WARRANTIES‌10

5.1Due Organization, Authorization: Power and Authority‌10

5.2Collateral‌10

5.3Litigation‌11

5.4No Material Adverse Effect; Financial Statements‌11

5.5Solvency‌11

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Form of Customer Agreement

THIS SUPPLY AGREEMENT (HEREINAFTER REFERRED TO AS THE “AGREEMENT”) ENTERED INTO BY:

[            ], a Company incorporated under the Companies Act 1956 and having it’s Registered Office at [    ] (hereinafter referred to as “[            ]” which expression shall wherever the context admits mean and include its successors and assigns) of the One Part:

AND

Varsal, LLC. a company formed in accordance with and by virtue of the laws of the United States and having a registered office at [    ],(hereinafter referred to as “Supplier” or **“Varsal” **which expression shall wherever the context admits mean and include its successors and assigns) of the Second Part:

WHEREAS:

** **

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** **

VARSAL TECH, INC

** **

THIS BOARD OF DIRECTORS AGREEMENT (“Agreement”) is made and entered into as of [___] (“Signing Date”) and effective as of [___] (the “Effective Date”), by and between Varsal Tech, Inc., a Delaware corporation (the “Company”) with its principal place of business located at 363 Ivyland Road, Warminster PA 18974 and ______________________________, an individual (“Director”).

1. Term. This Agreement shall continue for a period of up to twelve (12) months from the Effective Date, or earlier in the event of an annual shareholders meeting, and shall continue thereafter for as long as Director is elected as a member of the Board of Directors by the shareholders of the Company on a yearly basis. If re-elected, this Agreement may be renewed for successive one-year terms on the same or different terms. If Director is not duly re-appointed by shareholder vote, Director’s term will end ten (10) calendar days following the annual shareholders meeting.

2. Position and Responsibilities.

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** **

Exhibit 10.2

** **

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”), dated as of [  ], is by and between Varsal Tech, Inc., a Delaware corporation (the “Company”) and [  ] (the “Indemnitee”).

WHEREAS, [Indemnitee is [a director/an officer] of the Company/the Company expects Indemnitee to join the Company as [a director/an officer]];

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and/or other claims being asserted against directors and officers of public companies;

WHEREAS, the board of directors of the Company (the “Board”) has determined that enhancing the ability of the Company to retain and attract the most capable persons as directors and officers is in the best interests of the Company and its stockholders and that the Company therefore should seek to assure such persons that indemnification and insurance coverage is available; and

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** **

EXECUTIVE EMPLOYMENT AGREEMENT

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “Agreement”) is entered into as of __________, 20__ (the “Effective Date”), by and between Varsal Tech, Inc., a Delaware corporation (the “Company”), and [Executive Name] (“Executive”). The Company and Executive may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Company desires to employ Executive as its Chief Executive Officer, and Executive desires to accept such employment, on the terms and conditions set forth in this Agreement;

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

1. Employment; Position; Reporting

The Company hereby employs Executive as the Chief Executive Officer of the Company, and Executive hereby accepts such employment. Executive shall report directly to the Board of Directors of the Company (the “Board”). Executive shall have such duties, authority, and responsibilities as are customarily associated with the position of Chief Executive Officer of a public company of similar size and stage of development, together with such other duties as may be reasonably assigned to Executive by the Board from time to time.

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					Kulicke & Soffa Pte. Ltd.23A Serangoon North Ave 5Singapore 554369+65 6880-9600 mainCo. Regn. No. 199902120H
					Kulicke and Soffa Industries, Inc. 1005 Virginia Drive Fort Washington, PA 19034 USA +1-215-784-6000 main www.kns.com

August 12, 2026

Rajendra Talluri

10604 Ainsworth Drive

Los Altos

CA 94024

United States

Dear Raj:

It is with great pleasure that we offer you the full-time position of Chief Executive Officer and President of Kulicke and Soffa Industries, Inc. (“KSI”), reporting to the Board of Directors of KSI (the “Board”). As part of your employment, you will also be appointed to the Board effective August 17, 2026. You will be an employee of Kulicke & Soffa Pte. Ltd. (the “Company”). This letter agreement outlines the principal terms and conditions of your offer of employment.

Start Date

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of August 12, 2026 by and among Singularity Future Technology Ltd., a company incorporated in Virginia, U.S., (the “Company”), and individuals listed in Exhibit B hereto and each affixes its signature on the signature page of this Agreement (each, a “Purchaser”; collectively, the “Purchasers”).

RECITALS

** **

WHEREAS, the Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”) and/or Regulation S (“Regulation S”) as promulgated under the Securities Act;

WHEREAS, the Company is offering up to an aggregate of 21,520,803 shares of the Company’s common stock, with no par value per share (the “Share”), at price of $1.394 per Share to the Purchasers listed in Exhibit B;

WHEREAS, the Purchaser is a “non-US person” as defined in Regulation S, acquiring the Shares solely for its own account for the purpose of investment;

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 the Purchaser hereby agree as follows:

ARTICLE I

Purchase and Sale of the Shares

** **

Section 1.1 Purchase Price and Closing.

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EXHIBIT 10.1

AMENDED AND RESTATED

2005 EQUITY COMPENSATION PLAN

OF

LIVERAMP HOLDINGS, INC.

1. Establishment and Purpose.

This Amended and Restated 2005 Equity Compensation Plan of LiveRamp Holdings, Inc. (the “Plan”) was originally established under the name of the 2000 Associate Stock Option Plan of Acxiom Corporation, the predecessor of LiveRamp Holdings, Inc. (“Company”). The Plan has been amended from time to time and hereby is amended and restated as set forth herein, effective May 13, 2026, for awards issued on or after that date. The purpose of the Plan is to further the growth and development of the Company and any of its present or future Subsidiaries and Affiliated Companies (as defined below) by allowing certain Associates (as defined below) to acquire or increase equity ownership in the Company, thereby offering such Associates a proprietary interest in the Company’s business and a more direct stake in its continuing welfare, and aligning their interests with those of the Company’s shareholders. The Plan is also intended to assist the Company in attracting and retaining talented Associates, who are vital to the continued development and success of the Company.

2. Definitions.

The following capitalized terms, when used in the Plan, have the following meanings:

(a) “Act” means the Securities Exchange Act of 1934, as amended and in effect from time to time.

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