Browse EX-10 agreements

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of September 29, 2026, between E-Power Inc. (the “Company”), a Cayman Islands exempted 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 of 1933, as amended (the “Securities Act”), 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

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EXECUTION VERSION

September 30, 2026

GPIF I Funding

as Borrower

c/o Golub Capital Private Income Fund I

200 Park Avenue, 25th Floor

New York, New York 10166

Golub Capital Private Income Fund I

as Servicer

200 Park Avenue, 25th Floor
New York, New York 10166

Re: Credit Agreement Side Letter

We refer to the Amended and Restated Credit Agreement, dated as of December 31, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among GPIF I Funding, as borrower (“Borrower”, “we” or “us”), the lenders from time to time party thereto, Bank of America, N.A. (“Bank of America” or “you”), as administrative agent, Golub Capital Private Income Fund I, as servicer, Computershare Trust Company, N.A., as collateral custodian, and Bank of America, N.A., as sole lead arranger and sole book manager. All terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement. This letter amends and restates in its entirety that certain letter agreement re: Credit Agreement Side Letter dat

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Exhibit 10.1

VIVOSIM LABS, INC.

AMENDED AND RESTATED 2022 EQUITY INCENTIVE PLAN

(As Amended and Restated on September 30, 2026)

1.

Purpose of the Plan. The purpose of this Plan is to:

•

to attract and retain the best available personnel for positions of substantial responsibility,

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to provide additional incentive to Employees, Directors and Consultants, and

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to promote the success of the Company’s business.

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares.

2.

Definitions. The following definitions are used in this Plan:

(a)

“Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.

(b)

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INTERIM CHIEF FINANCIAL OFFICER CONSULTANCY AGREEMENT

This Interim Chief Financial Officer Consultancy Agreement (the “Agreement”) is entered into between:

LiqTech Holding A/S

CVR: 25121031

Industriparken 22C, 2750 Ballerup Denmark

(the “Company”) 

and

LMMM Holding ApS

35026371

Nyelandsvej 82, st., 2000 Frederiksberg Denmark

(the “Consultant”)

and concerning the services to be performed by:

Michael Schrøder

(the “Interim CFO”)

The Company and the Consultant are hereinafter individually referred to as a “Party”** **and jointly as the “Parties”.

1.	Background and Purpose

1.1    The Company wishes to engage the Consultant to provide interim Chief Financial Officer services to LiqTech Holding A/S and, where relevant and agreed, its subsidiaries and affiliated companies within the LiqTech Group.

1.2    The Consultant has agreed to provide such services through the Interim CFO.

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Execution Version

AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDMENT NO. 1 TO AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT

** **

This AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDMENT NO. 1 TO AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT (“Amendment”) dated effective as of October 5, 2026 (the “Amendment No. 2 Effective Date”), is among IES Holdings, Inc., a Delaware corporation (“Holdings”), the Subsidiaries of Holdings party hereto as Borrowers (together with Holdings, each a “Borrower” and collectively, the “Borrowers”), the Subsidiaries of Holdings party hereto as Guarantors (together with Holdings, each a “Guarantor” and collectively, the “Guarantors”), the Lenders (as defined below) party hereto, and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”), issuing lender and swingline lender (in such capacities, “Issuing Lender” and “Swingline Lender”).

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RECITALS

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TRANSITION AGREEMENT

This Transition Agreement (this “Agreement”) is made and entered into as of September 30, 2026 (the “Effective Date”), by and between Range Impact, Inc., a Nevada corporation (“Range”), and F & G LLC, a Connecticut limited liability company (“F&G”). Range and F&G are each individually referred to herein as a “Party” and collectively as the “Parties” to this Agreement.

RECITALS:

A. Range and F&G are parties to that certain Consulting Agreement dated effective as of December 31, 2025 (the “Consulting Agreement”).

B. Pursuant to and in accordance with the terms of this Agreement, the Parties desire to terminate the Consulting Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants, and obligations set forth below, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

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TRANSITION AGREEMENT

This Transition Agreement (this “Agreement”) is made and entered into as of September 30, 2026 (the “Effective Date”), by and between Range Impact, Inc., a Nevada corporation (“Range”), and MRR CNG, LLC, a Connecticut limited liability company (“MRR”). Range and MRR are each individually referred to herein as a “Party” and collectively as the “Parties” to this Agreement.

RECITALS:

A. Range and MRR are parties to that certain Consulting Agreement dated effective as of December 31, 2025 (the “Consulting Agreement”).

B. Pursuant to and in accordance with the terms of this Agreement, the Parties desire to terminate the Consulting Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants, and obligations set forth below, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

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SUBSCRIPTION AGREEMENT

RANGE IMPACT, INC.

THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2026 (the “Effective Date”), by and between Range Impact, Inc., a Nevada corporation (the “Company”), and Wicks Building LLC, a Connecticut limited liability company (the “Subscriber”). Each of the Company and the Subscriber shall individually be referred to as a “Party” and together as the “Parties” to this Agreement.

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RECITALS:

WHEREAS, effective as of the Effective Date, Range Bluegrass (as defined below) and the Subscriber entered into that certain Transition Agreement (the “Transition Agreement”), thereby terminating that certain Membership Interest Option and Cash Distribution Right Agreement dated effective as of December 31, 2025; and

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TRANSITION AGREEMENT

This Transition Agreement (this “Agreement”) is made and entered into as of September 30, 2026 (the “Effective Date”), by and between Range Bluegrass Land, LLC, an Ohio limited liability company (“Range Bluegrass”), and MRR CNG, LLC, a Connecticut limited liability company (“MRR”). Range Bluegrass and MRR are each individually referred to herein as a “Party” and collectively as the “Parties” to this Agreement.

RECITALS:

A. Range Bluegrass and MRR are parties to a certain Option Agreement and a certain Memorandum of Option Agreement, each dated effective as of December 31, 2025 (together, the “Option Agreement”) which provides MRR with an Option to purchase the Option Property. Capitalized terms used but not otherwise defined in this Agreement shall have the meaning assigned to them in the Option Agreement.

B. Pursuant to and in accordance with the terms of this Agreement, the Parties desire to terminate the Option Agreement.

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SUBSCRIPTION AGREEMENT

RANGE IMPACT, INC.

THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2026 (the “Effective Date”), by and between Range Impact, Inc., a Nevada corporation (the “Company”), and MRR CNG, LLC, a Connecticut limited liability company (the “Subscriber”). Each of the Company and the Subscriber shall individually be referred to as a “Party” and together as the “Parties” to this Agreement.

RECITALS:

WHEREAS, effective as of the Effective Date, Range Bluegrass (as defined below) and the Subscriber entered into that certain Transition Agreement (the “Transition Agreement”), thereby terminating that certain Option Agreement between Range Bluegrass and the Subscriber dated effective as of December 31, 2025; and

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TRANSITION AGREEMENT

This Transition Agreement (this “Agreement”) is made and entered into as of September 30, 2026 (the “Effective Date”), by and between Range Bluegrass Land, LLC, an Ohio limited liability company (“Range Bluegrass”), and Wicks Building LLC, a Connecticut limited liability company (“Wicks”). Range Bluegrass and Wicks are each individually referred to herein as a “Party” and collectively as the “Parties” to this Agreement.

RECITALS:

A. Range Bluegrass and Wicks are parties to that certain Membership Interest Option and Cash Distribution Right Agreement dated effective as of December 31, 2025 (the “Option Agreement”), whereby Range Bluegrass provided Wicks with a Cash Distribution Right and an Equity Option. Capitalized terms used but not otherwise defined in this Agreement shall have the meaning assigned to them in the Option Agreement.

B. Pursuant to and in accordance with the terms of this Agreement, the Parties desire to terminate the Option Agreement.

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PRIVATE WARRANTS PURCHASE AGREEMENT

THIS PRIVATE WARRANTS PURCHASE AGREEMENT, dated as of [__], 2026 (as it may from time to time be amended, this “Agreement”), is entered into between Allarity Acquisition Corp., a Cayman Islands exempted company (the “Company”), and ALLR Sponsor LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units, each unit consisting of one Class A ordinary share, par value $0.0001 per share, of the Company (each, a “Class A Ordinary Share”), and one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per Class A Ordinary Share, as set forth in the Company’s Registration Statement on Form S-1 (File No. 333-298851) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”)

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