Browse EX-10 agreements

SECURITY AGREEMENT

This SECURITY AGREEMENT, dated as of July 14, 2026 (this “Agreement”), is among Glucotrack, Inc., a Delaware corporation (the “Company” or the “Debtor”), White Lion Capital LLC, a Delaware limited liability company, as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”), and the investors named herein, (collectively with their respective endorsees, transferees and assigns, the “Secured Parties”).

W I T N E S S E T H:

WHEREAS, pursuant to the securities purchase agreement entered into by the Company and the Secured Parties on or around July 14, 2026 (the “Purchase Agreement”), the Secured Parties have agreed to extend the loan to Company as evidenced by those certain senior secured convertible promissory notes dated on or around July 14, 2026, in the original aggregate principal amount of up to $5,705,128.10 (collectively, the “Note”);

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Exhibit 10.1

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of July 14, 2026, by and between Glucotrack, Inc., a corporation incorporated under the laws of the State of Delaware (the “Company”), and the investors named on the signature pages annexed hereto (collectively, the “Investors”).

BACKGROUND

A. The board of directors (the “Board of Directors”) of the Company has authorized the issuance to the Investors of certain Notes (as defined below) and Warrants (as defined below).

B The Investor desires to purchase the Note on the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the foregoing recitals and the covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investor hereby agree as follows:

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Exhibit 10.5

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REGISTRATION RIGHTS AGREEMENT

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This Registration Rights Agreement (this “Agreement”) is entered into effective as of July 14, 2026 (the “Execution Date”), by and between Glucotrack, Inc., a Delaware corporation (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”).

RECITALS

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A. WHEREAS, in connection with the Common Stock Purchase Agreement, dated as of July 14, 2026, by and between the Company and the Investor (the “Purchase Agreement”), the Company may issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company, up to $50,000,000 in aggregate gross purchase price of newly issued Purchase Notice Shares;

B. WHEREAS, in consideration for the Investor’s execution and delivery of the Purchase Agreement, the Company shall issue to the Investor the Commitment Shares and the Commitment Warrant (each as defined in the Purchase Agreement),

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Exhibit 10.4

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COMMON STOCK PURCHASE AGREEMENT

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This Common Stock Purchase Agreement (this “Agreement”) is dated as of July 14, 2026 (the “Effective Date”), by and between Glucotrack, Inc., a Delaware corporation (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”).

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall purchase, from time to time, as provided herein, and the Company shall issue and sell up to Fifty Million Dollars ($50,000,000) of the Company’s Common Stock (as defined below);

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THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

AMENDED AND RESTATED PROMISSORY NOTE

May 4, 2026

Principal Amount: $500,000

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Execution Version

SAMOS ENERGY ACQUISITION CORPORATION

535 Fifth Avenue, 4th Floor, Suite 1051

New York, NY 10017

July 10, 2026

Samos Energy Acquisition Corporation

535 Fifth Avenue, 4th Floor, Suite 1051

New York, NY 10017

	Re:	Administrative Support Agreement

Ladies and Gentlemen:

This letter agreement by and between Samos Energy Acquisition Corporation (the “Company”) and our sponsor, Samos Energy Acquisition Sponsor, LP (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registrati

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INDEMNIFICATION AGREEMENT

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THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between SAMOS ENERGY ACQUISITION CORPORATION, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).

RECITALS

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WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or officers unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

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SPONSOR PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS SPONSOR PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 10, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Samos Energy Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Samos Energy Acquisition Sponsor, LP, a Delaware limited partnership (the “Sponsor”).

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit (the “Units”) consisting of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (the “Warrants”) as set forth in the Company’s registration statement on Form S-1 (File No. 333-296771) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Each whole warrant entitles the holder to purchase one Ordinary Share at an

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Execution Version

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 10, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Samos Energy Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. (the “Subscriber”).

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit (the “Units”) consisting of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (the “Warrants”) as set forth in the Company’s registration statement on Form S-1 (File No. 333-296771) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per share. T

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Execution Version

July 10, 2026

Samos Energy Acquisition Corporation

535 Fifth Avenue, 4th Floor, Suite 1051

New York, New York 10017

Re:	Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Samos Energy Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase on

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Execution Version

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 10, 2026, is made and entered into by and among Samos Energy Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Samos Energy Acquisition Sponsor, LP, a Delaware limited partnership (the “Sponsor”), and Cantor Fitzgerald & Co., a New York general partnership (the “Representative”) (the Sponsor and the Representative together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

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WHEREAS, the Company’s initial shareholders own an aggregate of 5,750,000 of the Company’s Class B ordinary shares (up to 750,000 of which are subject to forfeiture depending on the extent of underwriter’s exercise of the over-allotment option), par value $0.0001 per share (the “Founder Shares”);

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Execution Version

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 10, 2026 by and between Samos Energy Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, (File No. 333-296771) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

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