Browse EX-10 agreements

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FIRST AMENDMENT TO

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This FIRST AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made and entered into as of July 17, 2026 by and among Velos Acquisition I Corp., formerly known as M3-Brigade Acquisition V Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Any capitalized terms used in this Amendment and not defined herein shall have the meaning given to it in the Investment Management Trust Agreement (as defined below).

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WHEREAS, Company and Trustee entered in the Investment Management Trust Agreement, dated July 31, 2024 (the “Trust Agreement”); and

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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 MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

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PROMISSORY NOTE

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Principal Amount: Not to Exceed $4,000,000 (See Schedule A)		Dated as of July 21, 2026

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT("Agreement") is made and entered into as of the Effective Date (hereinafter defined) by and between GIPCA 991 NUT TREE ROAD, LLC, a Delaware limited liability company (“Seller”), with an address of 401 East Jackson Street, Suite 3300, Tampa, Florida 33602, Attn: David Sobelman; Email: ds@gipreit.com, with a required copy to Trenam Law, 200 Central Avenue, Suite 1600, St. Petersburg, Florida 33702, Attn: Timothy M. Hughes, Esq., Email: thughes@trenam.com, and TARICENS MEDICAL ESTATES LLC, a California limited liability company ("Purchaser"), with an address of 4018 Camden Court, Vacaville, CA 95687, Email: sarahlmina@gmail.com, with a required copy to Todd Lowell, Esq., Reynolds Law LLP, 411 Davis Street, Suite 201, Vacaville, CA 95688, Email: todd@reynoldslawllp.com.

RECITALS

A.

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TWELFTH AMENDMENT AND INCREASED FACILITY ACTIVATION NOTICE

TWELFTH AMENDMENT AND INCREASED FACILITY ACTIVATION NOTICE, dated as of July 20, 2026 (this “Amendment”), to the Credit Agreement, dated as of November 15, 2010 (as amended, amended and restated or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”; the Credit Agreement as modified by this Amendment, the “Amended Credit Agreement”), among Universal Health Services, Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”) and the other agents party thereto.

WITNESSETH:

WHEREAS, the Borrower, the Administrative Agent and each party to this Amendment designated as an “Existing Lender” on its signature page hereto (each an “Existing Lender”) are parties to the Credit Agreement;

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CREDIT AGREEMENT

dated as of
July 15, 2026

among

ACME UNITED CORPORATION,
as Borrower

The other Loan Parties party hereto,

CERTAIN FINANCIAL INSTITUTIONS,
as Lenders,

and

HSBC BANK USA, NATIONAL ASSOCIATION,
as Administrative Agent, an Issuing Bank and Swingline Lender

HSBCSECURITIES (USA) INC.
as Sole Lead Arranger and Sole Bookrunner

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REVOLVING NOTE

New York, New York July 15, 2026

FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to CITY NATIONAL BANK or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Revolving Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of July 15, 2026 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Guarantors from time to time party thereto, HSBC Bank USA, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”), an Issuing Bank and Swingline Lender and the Lenders from time to time party thereto. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit Agreement.

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REVOLVING NOTE

New York, New York July 15, 2026

FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to HSBC BANK USA, NATIONAL ASSOCIATION or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Revolving Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of July 15, 2026 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Guarantors from time to time party thereto, HSBC Bank USA, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”), an Issuing Bank and Swingline Lender and the Lenders from time to time party thereto. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Credit Agreement.

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SECURITY AGREEMENT

dated as of

July 15, 2026

among

THE GRANTORS IDENTIFIED HEREIN

and

HSBC BANK USA, NATIONAL ASSOCIATION,
as Agent

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Article I Definitions		1

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GENERAL ASSIGNMENT

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This General Assignment (“Assignment”) is made and entered into this 21st day of July, 2026, by and among, Vicarious Liquidation, LLC (“Assignee”), on the one hand, and Vicarious Surgical Inc. (“Assignor”), on the other hand, with reference to the following:

RECITALS

A. Assignor has its principal place of business located at 78 Fourth Avenue, Waltham, Massachusetts 02451, and Assignor’s federal tax identification number is 87-2678169.

B. Assignor has determined that it is unable to pay its debts in full and that transferring title to all of its assignable assets to Assignee to be held by Assignee in trust for the benefit of Assignor’s creditors is in the best interests of Assignor’s creditors.

C. This General Assignment has been approved by Assignor’s Board of Directors and by the requisite vote of stockholders.

AGREEMENT

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PROMISSORY NOTE

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Principal Amount: $500,000.00

**Date: **July 17, 2026

FOR VALUE RECEIVED, the undersigned ("Borrower") hereby promises to pay to the Suzanne D. Lord Spousal Estate Reduction Trust dated January 17, 2025 ("Lender"), or its permitted assigns, the principal sum of Five Hundred Thousand Dollars ($500,000.00), together with interest thereon, pursuant to the terms set forth below.

The proceeds of this Note shall be used by the Borrower for short-term working capital and general corporate purposes.

	1.	Principal

The Borrower acknowledges receipt of the principal amount of $500,000.00.

	2.	Interest

The outstanding principal balance shall bear interest at the rate of nine percent (9.00%) per annum, calculated on the basis of a 365-day year and the actual number of days elapsed.

No payments of principal or interest shall be due prior to the Maturity Date.

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LIMITED WAIVER AND CONSENT AGREEMENT

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This Limited Waiver and Consent Agreement (the “Agreement”), dated as of July __, 2026, is by and between SRX Global Inc., a Delaware corporation (the “Company”), and the holder identified on the signature page hereto (the “Holder”).

R E C I T A L S

A. Reference is made to (i) that certain Securities Purchase Agreement, dated as of March 16, 2026 (as amended, the “Securities Purchase Agreement”), by and among the Company and the investors signatory thereto (the “Buyers”), pursuant to which, among other things, the Buyers may purchase up to 10,000 shares of the Company’s Series B convertible preferred stock, par value $0.001 per share (the “Series B Preferred Stock”) and accompanying warrants (“Warrants”) to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for an aggregate purchase price of up to $8.0 million in one or more closings; and (ii) the Certificate of Designations, filed by the Company with the Secretary of State of the State of Delaware on Marc

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Certain identified information marked as [****] has been excluded from this exhibit because it both (i) is not material and (ii) is the type that the Company treats as private or confidential.

STRATEGIC ASSET LICENSE AGREEMENT

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BETWEEN:

PHARMALA BIOTECH HOLDINGS INC., a corporation incorporated under the laws of the Province of Ontario with its head office at 1 Adelaide Street East, Suite 801, Toronto, Ontario, M5C 2V9, Canada (“PharmAla”)

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JUPITER NEUROSCIENCES, INC., a corporation incorporated under the laws of the State of Delaware with its principal office at 11621 Kew Gardens Drive, Palm Beach Gardens, Florida 33410, United States (“Jupiter”)

(each, a “Party” and, collectively, the “Parties”).

DATED as of July 20, 2026 (the “Execution Date”).

RECITALS

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