Browse EX-10 agreements

Execution Version

GM FINANCIAL,

as Lender

and

GMF LEASING LLC,

as Depositor

2026-3 EXCHANGE NOTE SALE AGREEMENT

Dated as of June 30, 2026

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TABLE OF CONTENTS

| | | | | | | | | ------------------------------------------ | - | -------------------------------------------------------------- | : | :--: | -: | - | | | | | | | | | | | | | | Page | | | | | | | | | | | | ARTICLE I DEFINITIONS | | | | | 2 | | | | | | | | | | | SECTION 1.1. | | Definitions | | | 2 | | | | | | | | | | | ARTICLE II TRANSFER OF THE CONVEYED ASSETS | | | | | 2 | |

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THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT

This THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of July 15, 2026, is entered into by and among STONEPEAK-PLUS INFRASTRUCTURE FUND MASTER AGGREGATOR LP, a Cayman Islands exempted limited partnership, acting through its general partner, Stonepeak-Plus Infrastructure Fund Associates (CYM) LP, a Cayman Islands exempted limited partnership, itself acting through its general partner, Stonepeak-Plus Infrastructure Fund Cayman Ltd, a Cayman Islands exempted company (the “Borrower”), each of the parties listed on the signature pages hereto as a “Guarantor” (collectively, the “Guarantors”, and each, individually, a “Guarantor”), ING CAPITAL LLC, as the Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), the Lead Arranger, the Letter of Credit Issuer and a Lender under the Credit Agreement referred to below, and each of the Lenders party hereto.

RECITALS

WHEREAS, the parties hereto have entered into that certain Revolving Credit Agreement, dated as of July 16, 2025 (as amended by that certain Lender Joinder and First Amendment to Revolving Credit Agreement, dated as of November 17, 2025, that certain Second Amendment to Revolving Credit Agreement, dated as of March 20, 2026, as amended hereby and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

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NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

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Principal Amount: $178,410.00	Issue Date: August 7, 2026
Actual Amount of Purchase Price: $150,000.80

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PROMISSORY NOTE

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 7, 2026, by and between CLEAN ENERGY TECHNOLOGIES, INC., a Nevada corporation, with headquarters located at 1340 Reynolds Ave., Unit 120, Irvine, CA 92614 (the “Company”), and PACIFIC PIER CAPITAL II, LP, a Delaware limited partnership, with its address at 285 East Imperial Highway, Suite 203, Fullerton, CA 92835 (the “Buyer”).

WHEREAS:

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

B. Buyer desires to purchase from the Company, and the Company desires to issue and sell to the Buyer, upon the terms and conditions set forth in this Agreement, a promissory note of the Company, in the aggregate principal amount of $178,410.00 (as the principal amount thereof may be increased pursuant to the terms thereof, and together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, in the form attached hereto as Exhibit A, the “Note”), convertible into shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note; and

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ORGANIZATIONAL AND OFFERING EXPENSE

REIMBURSEMENT AGREEMENT

This Organizational and Offering Expense Reimbursement Agreement (the “Agreement”) is made this 12th day of August, 2026, by and between TCW Specialty Lending LLC (the “Company”), a Delaware limited liability company, and TCW Asset Management Company LLC, a Delaware limited liability company (the “Adviser”). Capitalized terms used but not otherwise defined herein have the meanings given to them in the amended and restated limited liability company agreement of the Company (“A&R LLCA”).

WHEREAS, the Company is a non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Company has retained the Adviser to furnish investment advisory and management services to the Company on the terms and conditions set forth in the investment advisory and management agreement, dated April 1, 2026, entered between the Company and the Adviser, as may be amended or restated (the “Investment Advisory Agreement”);

WHEREAS, Section 5.1 of the A&R LLCA provides that “the Company will not bear more than (a) an amount equal to 10 basis points of the aggregate Commitments to the Company for Organizational Expenses and offering expenses in connection with the offering of Units.” (the “Organizational Expense Limitation”);

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TerraVolt Holdings, Inc.

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2021 Equity Incentive Plan

(As amended through June 1, 2026)

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*** * * * * **

1. Purpose. The purpose of the TerraVolt Holdings, Inc. 2021 Equity Incentive Plan is to further and promote the interests of TerraVolt Holdings, Inc., its Subsidiaries (as defined below) and its stockholders by enabling the Company and its Subsidiaries to attract, retain and motivate employees, directors and consultants, or those who will become employees, directors or consultants, and to align the interests of those individuals and the Company’s stockholders.

2. Certain Definitions. For purposes of the Plan, the following terms shall have the meanings set forth below:

2.1 “Award” means an award or grant made to a Participant under Section 6 or 7 of the Plan.

2.2 “Award Agreement” means the agreement executed by a Participant pursuant to Sections 3.2 and 11.2 of the Plan in connection with the granting of an Award.

2.3 “Board” means the Board of Directors of the Company, as constituted from time to time.

2.4 “Code” means the Internal Revenue Code of 1986, as in effect and as amended from time to time, or any successor statute thereto, together with any rules, regulations and interpretations promulgated thereunder or with respect thereto.

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***CONFIDENTIAL ***

**Execution Version **

HARBOURVEST PRIVATE EQUITY SECONDARIES CAYMAN PARALLEL FUND L.P.

SECOND AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT

Dated August 10, 2026

THE LIMITED PARTNER INTERESTS (THE “UNITS”) OF HARBOURVEST PRIVATE EQUITY SECONDARIES CAYMAN PARALLEL FUND L.P. HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED FROM TIME TO TIME (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE IN THE UNITED STATES OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND ARE SUBJECT TO SIGNIFICANT RESTRICTIONS ON TRANSFERABILITY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, CHARGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT, THE EXEMPTED LIMITED PARTNERSHIP ACT OF THE CAYMAN ISLANDS, ANY APPLICABLE STATE SECURITIES LAWS AND ANY OTHER APPLICABLE SECURITIES LAWS AND THE TERMS AND CONDITIONS OF THIS PARTNERSHIP AGREEMENT. THEREFORE, PURCHASERS OF UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

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*TABLE OF CONTENTS *

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Execution Version

REVOLVING CREDIT AGREEMENT

dated as of

June 24, 2026

by and among

HSEC HOLDINGS L.P.,

as Borrower,

HARBOURVEST PRIVATE EQUITY SECONDARIES FUND L.P. and HARBOURVEST

PRIVATE EQUITY SECONDARIES CAYMAN PARALLEL FUND L.P.,

as the Parents,

THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO,

JPMORGAN CHASE BANK, N.A.,

as the Administrative Agent, Documentation Agent, Lender and Sole Lead Arranger,

and

THE OTHER LENDERS FROM TIME TO TIME PARTY HERETO

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TABLE OF CONTENTS

				PAGE
Article 1
DEFINITIONS AND RELATED MATTERS
Section 1.01.		Definitions			1

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*MANAGEMENT AGREEMENT *

This AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of August 10, 2026 among HarbourVest Partners L.P., a Delaware limited partnership (the “Management Company”), HarbourVest GP LLC, a Delaware limited liability company (the “General Partner”), and HarbourVest Private Equity Secondaries Fund L.P., a Delaware limited partnership (the “Partnership”) and amends and restates in its entirety the Management Agreement among the Management Company, the General Partner and the Partnership dated March 13, 2026. All capitalized terms not defined herein shall have the meanings set forth in the Partnership Agreement (defined below).

W I T N E S S E T H:

WHEREAS, the Partnership has been formed to make investments in accordance with the Second Amended and Restated Limited Partnership Agreement of the Partnership, dated as of August 10, 2026, as amended from time to time (the “Partnership Agreement”);

WHEREAS, the Partnership desires to appoint the Management Company to provide portfolio management and administrative services for the Partnership; and

WHEREAS, the Management Company desires to render such services to the Partnership.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the Partnership, the General Partner and the Management Company agree as follows:

1. Services and Duties.

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LOAN EXTENSION AGREEMENT

1.	THE PARTIES. This Loan Extension Agreement (“Agreement”) made August 3, 2026 between:

	Borrower/Issuer:	NovelStem International Corp., with a mailing address of 7740 Cavern Lane, Suite 100, Parkland FL 33067 (“Borrower or Issuer”) and

	Lender/Holder:	Jerry Wolasky, with a mailing address of 1360 98th Street, Bay Harbor Islands, Florida 33154, Attn: Jerry Wolasky (“Lender or Holder”).

HEREINAFTER the Borrower and Lender shall be referred to together as the “Parties” and in consideration of the covenants herein contained agree as follows:

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LOAN EXTENSION AGREEMENT

1.	THE PARTIES. This Loan Extension Agreement (“Agreement”) made August 3, 2026 between:

	Borrower/Issuer:	NovelStem International Corp., with a mailing address of 7740 Cavern Lane, Suite 100, Parkland FL 33067 (“Borrower or Issuer”) and

	Lender/Holder:	Jan Loeb, with a mailing address of 7740 Cavern Lane, Attn: Jan Loeb, Parkland FL 33067 (“Lender or Holder”).

HEREINAFTER the Borrower and Lender shall be referred to together as the “Parties” and in consideration of the covenants herein contained agree as follows:

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LOAN EXTENSION AGREEMENT

1.	THE PARTIES. This Loan Extension Agreement (“Agreement”) made August 3, 2026 between:

	Borrower/Issuer:	NovelStem International Corp., with a mailing address of 7740 Cavern Lane, Suite 100, Parkland FL 33067 (“Borrower or Issuer”) and

	Lender/Holder:	Jan Loeb, with a mailing address of 7740 Cavern Lane, Attn: Jan Loeb, Parkland FL 33067 (“Lender or Holder”).

HEREINAFTER the Borrower and Lender shall be referred to together as the “Parties” and in consideration of the covenants herein contained agree as follows:

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