Browse EX-10 agreements

Stock PURCHASE AGREEMENT

ThisStock Purchase Agreement(this“Agreement”), dated as of August 7, 2026, is made by and amongSpruce Biosciences, Inc., a Delaware corporation (the“Company”), and the Purchasers listed onExhibit Ahereto, together with their respective successors and assigns (each, a “Purchaser” and collectively, the“Purchasers”).

Recitals

A.The Company and the Purchasers are executing and delivering this Agreement in reliance upon the exemption from the registration requirement of Section 5 of the Securities Act afforded by Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the SEC under the Securities Act.

B.The Purchasers, severally, and not jointly, desire to purchase from the Company, and the Company desires to sell to the Purchasers, upon the terms and conditions stated in this Agreement, shares (the “Shares”)of the Company’s common stock, par value $0.0001 per share (“Common Stock”) having an aggregate purchase price of $5,500,000.

C.The capitalized terms used herein and not otherwise defined have the meanings given in Article 5 hereof.

Agreement

In consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each Purchaser (severally and not jointly) hereby agree as follows:

Article 1

PURCHASE AND SALE

1.1

Closing.

(a)

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Adrian Quartel

March 27, 2026

Re: Employment Terms

Dear Adrian,

Spruce Biosciences, Inc., a Delaware corporation (the “Company”), is pleased to offer you full-time employment in the regular exempt position of Chief Medical Officer effective as of July 27, 2026, in which you will be responsible for such duties as are normally associated with such position or as otherwise determined by your supervisor. You will report to Javier Szwarcberg, the Chief Executive Officer, or such other individual as the Company may designate. Your position will be headquartered in our offices located in South San Francisco, California, or such other location as the Company may designate, except for such travel as may be necessary to fulfill your responsibilities. In the course of your employment with Company, you will be subject to and required to comply with all company policies, and applicable laws and regulations.

You will be paid a base salary at the annual rate of $512,300 subject to required tax withholding and other authorized deductions. Your base salary will be payable in accordance with the Company’s standard payroll policies and subject to adjustment pursuant to the Company’s policies as in effect from time to time.

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Form of Lock-Up Agreement

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Date: [●], 2026

Curvature Securities, LLC

39 Main Street
Chatham, NJ 07928

Ladies and Gentlemen:

As an inducement to Curvature Securities, LLC (the “Placement Agent”) to execute a placement agency agreement (the “Placement Agency Agreement”), for a registered offering, which may be conducted as a confidentially marketed public offering, of certain securities (the “Offering”) of certain securities (the “Securities”) of CleanCore Solutions, Inc., a Nevada corporation, and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees that without, in each case, the prior written consent of the Placement Agent (which consent may be withheld in its sole discretion, but shall not be unreasonably withheld) during the period specified in the second succeeding paragraph (the “Lock-Up Period”), the undersigned will not without the prior consent of the Placement Agent:

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PLACEMENT AGENCY AGREEMENT

August 11, 2026

CleanCore Solutions, Inc.

5718 Westheimer Road, Suite 1000

Houston, Texas 77057

Attn: Tyler Hassen

Dear Mr. Hassen:

This letter agreement (the “Agreement”) constitutes the agreement between Curvature Securities, LLC (“Curvature”), as placement agent (the “Placement Agent”) and CleanCore Solutions, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), pursuant to which the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of shares of Class B common stock (the “Shares”) of the Company, par value $0.0001 per share (“Common Stock”), pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”), and common warrants to purchase shares of Common Stock (the “Common Warrants” and, together with the Shares and the Pre-Funded Warrants, the “Securities”). The parties acknowledge that the Placement may be conducted as a confidentially marketed public offering. The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and, collectively, the “Purchasers”) and nothing herein constitutes that the Placement Agent would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered by the Company

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as August 11, 2026, between CleanCore Solutions, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

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:

“Acquiring Person” shall have the meaning ascribed to such term in Section 4.5.

“Action” shall have the meaning ascribed to such term in Section 3.1(j).

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								Exhibit 10.1

August 5, 2026

Keith Costello

[Address Redacted]

Dear Keith,

Rimini Street, Inc. (Rimini Street) is pleased to provide this offer of employment to you as Executive Vice President & Chief Operating Officer (“COO”), reporting to Seth Ravin, CEO (“Offer of Employment”). The Chief Operating Officer job description is enclosed. You will be based in your home office in Arizona, with a targeted start date of August 17, 2026 (“Start Date”).

Your annual salary will be $460,000, which per pay period will be $19,166.67, paid semi-monthly, subject to required withholding and deductions. You will have the opportunity to participate in the Company Bonus Plan with a target bonus of 81.74% of your annual salary at 100% achievement of all objectives, with the ability to earn more with overachievement. The Company Bonus Program terms and conditions are described in the Company Bonus Plan Document.

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SECOND Amendment** AGREEMENT**

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This Second Amendment Agreement (this “Amendment”), dated as of August 12, 2026, is by and between ENvue Medical, Inc., a Delaware corporation (the “Company”), and the holder listed on the signature pages attached hereto (the “Holder”).

WITNESSETH

WHEREAS, pursuant to that certain Securities Purchase Agreement, dated as of July 18, 2025, as amended pursuant to that certain Amendment Agreement on January 30, 2026 (collectively, the “Purchase Agreement”), the Holder was issued shares of Series H Convertible Preferred Stock, par value $0.001 per share (the “Preferred Stock”), the terms of which are set forth in the Certificate of Designations of the Preferred Stock (as amended, the “Certificate of Designations”);

WHEREAS, the Company and the Holder desire to amend certain provisions of the Purchase Agreement as set forth in this Amendment; and

WHEREAS, pursuant to Section 5.5 of the Purchase Agreement, the Purchase Agreement may be modified or amended or the provisions thereof waived with the written consent of the Company and the Purchaser;

WHEREAS, the undersigned collectively hold at least a majority of the outstanding shares of Preferred Stock and thereby constitute the Required Holders.

NOW, THEREFORE, in consideration of the premises and mutual covenants and obligations hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound, hereby agree as follows:

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COMMON SHARES PURCHASE AGREEMENT

This COMMON SHARES PURCHASE AGREEMENT is made and entered into as of August 12, 2026 (this “Agreement”), by and between [***] (the “Investor”), and ENvue Medical, Inc., a Delaware corporation (the “Company”).

RECITALS

WHEREAS, the parties desire that, upon the terms and subject to the conditions and limitations set forth herein, the Company may issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to the lesser of (i) $50,000,000 (the “Total Commitment”) in aggregate gross purchase price of duly authorized, validly issued, fully paid and non-assessable shares of common stock of the Company, par value $0.001 per share (the “Common Shares”) and (ii) the Exchange Cap (to the extent applicable under Section 3.3); and

WHEREAS, such sales of Common Shares by the Company to the Investor will be made in reliance upon the provisions of Section 4(a)(2) of the Securities Act (“Section 4(a)(2)”) and/or Rule 506(b) of Regulation D promulgated by the Commission under the Securities Act (“Regulation D”), and upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the issuances and sales of Common Shares by the Company to the Investor to be made hereunder.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

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MASTER LICENSE AND SERVICES AGREEMENT

THIS MASTER LICENSE AND SERVICES AGREEMENT is entered into as of August 10, 2026 (“Effective Date”) by and between Fusemachines Inc., a Delaware corporation (“Provider”) and Qintess Holding e Participações Ltda a Brazilian limited liability company and its Affiliates (“Client”). Each of Provider and Client is sometimes referred to in this Agreement as a “Party” and collectively as the “Parties.”

WHEREAS, the parties desire to enter into this Agreement for the purpose of Provider furnishing certain products and/or services to Client from time to time.

In consideration of the mutual agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties agree as follows:

SECTION 1. DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

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STRATEGIC SHARE ISSUANCE AGREEMENT

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This STRATEGIC SHARE ISSUANCE AGREEMENT (this “Agreement”) is entered into as of July __ 2026 (the “Effective Date”), by and between Fusemachines, Inc., a Delaware corporation (the “Company”), and Qintess Holding e Participações Ltda., a Brazilian limited liability company (the “Client”, and together with the Company, the “Parties”, and each, a “Party”).

RECITALS

WHEREAS, the Company provides enterprise artificial intelligence, agentic AI, and technology transformation services;

WHEREAS, pursuant to the terms of the MSA, the Client has agreed to purchase a minimum of $6,500,000 of Services (collectively, the “Committed Services Spend”) over the three (3) year period starting on the Effective Date (the “Term”); and

WHEREAS, in connection with the MSA and subject to the achievement of the Committed Services Spend, the Company has agreed to issue up to 1,250,000 shares of its common stock, par value $0.0001 per share (“Shares”), on the terms and conditions set forth below.

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

1.	SHARE CONSIDERATION AND ISSUANCE.

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Exhibit 10.3

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 “[***]”.

THIRD AMENDMENT TO LEASE

THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”) is entered into effective as of June 15, 2026, by and between UCITY SQUARE ONE OWNER, LLC, a Delaware limited liability company (“Landlord”), and CENTURY THERAPEUTICS, INC., a Delaware corporation (“Tenant”).

RECITALS

A.WHEREAS, Landlord and Tenant entered into that certain Lease dated as of February 7, 2020, as amended by that certain First Amendment to Lease dated as of April 12, 2022 (the “First Amendment”) and that certain Second Amendment to Lease dated as of October 31, 2024 (collectively, and as the same may have been heretofore further amended, amended and restated, supplemented or modified from time to time, the “Existing Lease”), whereby Tenant leases certain premises (the “Premises”) from Landlord in the building located at 25 N. 38th Street and known as “One uCity” in Philadelphia, Pennsylvania (the “Building”);

B.WHEREAS, Landlord and Tenant desire to, inter alia, partially terminate the Lease as it relates to the Replacement Premises;

C.WHEREAS, Landlord and Tenant desire to modify and amend the Existing Lease only in the respects and on the conditions hereinafter stated.

AGREEMENT

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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

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This Amended and Restated Executive Employment Agreement (the “Agreement”) is made and entered into by and between Century Therapeutics, Inc., a Delaware corporation (the “Company”) and Chad Cowan (“Executive”), and will become effective as of June 15, 2026 (the “Effective Date”). Except with respect to the Equity Documents, the Continuing Obligations, and the Retention Awards (each, as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation the Executive Employment Agreement dated September 13, 2024 (collectively, the “Prior Agreement”).

Introduction

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WHEREAS, the Company desires to continue to employ Executive on the terms and conditions set forth herein;

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WHEREAS, Executive desires to continue to be employed by the Company on such terms and conditions; and

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WHEREAS, Executive and the Company acknowledge and agree that Executive is entering into this Agreement voluntarily and the changes to Executive’s terms and conditions of employment as set forth in this Agreement do not give rise to Good Reason, as that term was defined in the Prior Agreement, and that Executive has no further contractual rights under the Prior Agreement, which is superseded in its entirely by this Agreement;

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