Browse EX-10 agreements

AMENDMENT NO. 2 TO THE LOAN AGREEMENT

THIS AMENDMENT NO. 2 TO THE LOAN AGREEMENT, dated as of July 8, 2026 (this “Second Amendment Agreement”), amends the loan agreement, dated as of March 15, 2026 (as amended from time to time, the “Loan Agreement”), by and between BSTR Newco, LLC, a Delaware limited liability company (“Payor”) and BSTR Holdings (Cayman), a Cayman Islands limited liability company (“Payee”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Loan Agreement.

RECITALS

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WHEREAS, the Payor and the Payee entered into the Loan Agreement, pursuant to which the Payor promised to pay to the Payee a Principal Sum of $2,500,000, together with interest and other fees, expenses and charges as provided therein; and

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WHEREAS, on June 3, 2026, the Payor and the Payee entered into that certain amendment to the Loan Agreement, pursuant to which the parties have increased the Principal Sum by an additional $1,1000,000, from $2,500,000 to $3,600,000 (the “First Additional Principal Amount”).

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Execution Version US-DOCS\167976155.16 SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of July 2, 2026 ______________________________________________________________________________ DXP ENTERPRISES, INC., DXP HOLDINGS, INC., APO PUMPS & COMPRESSORS, LLC, CARTER & VERPLANCK, LLC, CISCO AIR SYSTEMS, INC., MID ATLANTIC STORAGE SYSTEMS, LLC, PREMIERFLOW, LLC, PUMP SOLUTIONS, LLC, KAPPE ASSOCIATES, INC., PRO-SEAL, INCORPORATED, and ARROYO PROCESS EQUIPMENT, LLC, as U.S. Borrowers DXP CANADA ENTERPRISES LTD., INDUSTRIAL PARAMEDIC SERVICES LTD., HSE INTEGRATED LTD., and NATIONAL PROCESS EQUIPMENT INC., as Canadian Borrowers THE OTHER PERSONS PARTY HERETO FROM TIME TO TIME, as Guarantors ______________________________________________________________________________ BANK OF AMERICA, N.A., as Agent and CERTAIN FINANCIAL INSTITUTIONS, as Lenders _______________________________________\

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**FIRST AMENDMENT TO THE **

**KORSANA BIOSCIENCES, INC. **

**2025 EQUITY INCENTIVE PLAN **

WHEREAS,** **Korsana Biosciences, Inc., a Delaware corporation (the “Company”), maintains the ****Korsana Biosciences, Inc. 2025 Equity Incentive Plan (the “Plan”); and

WHEREAS, pursuant to Section 10(d) of the Plan, the Board of Directors of the Company (the “Board”) may amend the Plan at any time.

NOW, THEREFORE, pursuant to its authority under Section 10(d) of the Plan, the Board hereby amends the Plan as follows, effective as of June 30, 2026 (the “Amendment Effective Date”):

1.	The first sentence of Section 4(a) of the Plan is hereby amended and restated in its entirety to read as follows:

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[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

**LICENSE AGREEMENT **

THIS LICENSE AGREEMENT (“Agreement”) is entered into and effective as of June 8, 2026 (the “Effective Date”), by and between Paragon Therapeutics, Inc., a Delaware corporation (“Paragon”), and Korsana Biosciences, Inc. (formerly Korsa Biosciences, Inc.), a Delaware corporation (“Korsana”). Paragon and Korsana are also referred to herein individually as a “Party,” or collectively as the “Parties.”

**RECITALS **

WHEREAS, Paragon has developed and is continuing to develop proprietary platform technology for (a) the discovery and development of antibodies against therapeutically relevant targets, and (b) the delivery of therapeutic agents across the blood-brain barrier through receptor-mediated transcytosis;

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 21, 2026***,*** is made and entered into by and among Athena Technology Acquisition Corp. II, a Delaware corporation (the “Issuer”), Ace Green Recycling, Inc., a Delaware corporation (the “Target” and, together with the Issuer, the “Company Parties”), and each of the undersigned parties listed on the signature page hereto under “Purchasers” (each, a “Purchaser” and collectively the “Purchasers” and each such party, together with any Person who hereafter becomes a party to this Agreement pursuant to Section 5.2, a “Holder” and collectively the “Holders”).

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RECITALS

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EMPLOYMENT AGREEMENT

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This Employment Agreement (the **“Agreement”) **is made and entered into and with effective date as of May 22, 2026, by and between **Jason McGlynn **(the **“Executive”) **and Ace Green Recycling Inc., a Delaware corporation (the “Company”).

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

WHEREAS, the Executive desires to be employed by the Company or its employment subsidiary **AGR Personnel Inc., **on such terms and conditions.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows:

1. Term. The Executive’s employment hereunder shall be effective as of **May 26, 2026 **(the **“Effective Date”) **and shall continue indefinitely, unless terminated earlier pursuant to Section 5 of this Agreement.

2. Position and Duties.

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Certain portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K because the omitted information is not material and is the type that Ace Green treats as private or confidential. The redaction of such information is indicated by [***].

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of April 21, 2026, by and among Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), Ace Green Recycling, Inc., a Delaware corporation (the “Target”), and the purchasers identified on the signature pages hereto (each including its successors and assigns, the “Purchaser”).

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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.

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PROMISSORY NOTE

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Principal Amount: US$8,253.03

Dated: July 7, 2026

New York, New York

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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.

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PROMISSORY NOTE

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Principal Amount: US$8,253.03

Dated: July 7, 2026

New York, New York

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FOUNDER’S SUPPORT AGREEMENT

FOUNDER’S SUPPORT AND LOCK-UP AGREEMENT AND DEED, dated as of July 9, 2026 (this “Agreement”), among HCC Healthcare Pte. Ltd., a Singapore private company limited by shares, with company registration number 202540273K (the “Company”), RF Acquisition Corp. III, a Cayman Islands exempted company with limited liability (“Acquiror”), and Alfa 30 Limited, a Cayman Islands exempted company (“Founder”).

WHEREAS, the Company, Acquiror, and HCC Merger Sub Limited, a Cayman Islands exempted company with limited liability and a direct wholly-owned Subsidiary of the Company (“Merger Sub”), are concurrently herewith entering into a Business Combination Agreement (as the same may be amended, restated or supplemented, the “Business Combination Agreement”) providing for (a) the Recapitalization of the Company and (b) the merger of Acquiror with and into Merger Sub (the “Merger”) with Merger Sub surviving as the “Surviving Company” and continuing as a wholly owned Subsidiary of the Company;

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COMPANY HOLDERS SUPPORT AND LOCK-UP AGREEMENT AND DEED

COMPANY HOLDERS SUPPORT AND LOCK-UP AGREEMENT AND DEED, dated as of July 9, 2026 (this “Agreement”), among HCC Healthcare Pte. Ltd., a Singapore private company limited by shares, with company registration number 202540273K (the “Company”), RF Acquisition Corp III, a Cayman Islands exempted company with limited liability (“Acquiror”), and each of the Persons listed on Schedule A to this Agreement (each, a “Shareholder”).

WHEREAS, the Company, Acquiror, and HCC Merger Sub Limited, a Cayman Islands exempted company with limited liability and a direct wholly-owned Subsidiary of the Company (“Merger Sub”), are concurrently herewith entering into a Business Combination Agreement (as the same may be amended, restated or supplemented, the “Business Combination Agreement”) providing for (a) the Recapitalization of the Company and (b) the merger of Acquiror with and into Merger Sub (the “Merger”) with Merger Sub surviving as the “Surviving Company” and continuing as a wholly owned Subsidiary of the Company;

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FORM OF REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●] is made and entered into by and among (i) HCC Healthcare Pte. Ltd., a Singapore private company limited by shares, with company registration number 202540273K (the “Company”); (ii) Alfa 30 Limited, a Cayman Islands exempted company limited by shares (the “Founder”); (iii) certain holders of securities of RF Acquisition Corp III designated as Founder Equityholders on Schedule A hereto (collectively, the “Founder Equityholders”); (iv) EarlyBirdCapital, Inc. (“EBC”), and (v) the equityholders designated as Company Equityholders on Schedule B hereto (collectively, the “Company Equityholders” and, together with the Founder, Founder Equityholders, EBC, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and each individually a “Holder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such t

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