Browse EX-10 agreements

Stockholders’ Agreement

among

EOS SENOLYTIX, INC.

and

each person identified on schedule a

dated as of

October 15, 2024

TABLE OF CONTENTS

articlE I Definitions			1
ARTICLE II Management and Operation of the Corporation			5
	Section 2.01	Board of Directors	5

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License and Services AGreement

This Services and License Agreement (“Agreement”) is made and entered into as of the 9th day of February, 2026 (“Effective Date”) by and between SENOTHERAPEUTIX, Inc., a Delaware company with an address at                                                                            (“SENOTHERAPEUTIX”) and Eos SENOLYTIX, Inc., a Delaware company with an address at                                                                          (“Eos”). SENOTHERAPEUTIX and Eos are each referred to herein individually as a “Party” and collectively as the “Parties.”

Recitals

WHEREAS, SENOTHERAPEUTIX owns or controls certain intellectual property rights, access to certain facilities and possess certain resources useful for research and development of geropeptides and oncopeptides and related technologies;

WHEREAS, Eos was formed to research and develop specific therapeutic programs as further defined herein; and

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EOS SENOLYTIX, INC.

** **

SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE

** **

Your investment in Eos SENOLYTIX, INC. (the “Company”) can only be made by means of the completion, delivery and acceptance of the subscription documents in this package.

Please complete and submit, to the address set forth below, the following documents:

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LICENSE AGREEMENT

This License Agreement (the “Agreement”) is effective April 1, 2026 (the “Effective Date”), between K2 Biolabs, Inc., a Delaware corporation, as Licensor (the “Licensor”), and Eos SENOLYTIX as Licensee (the “Licensee”). Licensor and Licensee are sometimes referred to herein, individually, as a “Party” or, collectively, as “Parties.”

RECITALS

WHEREAS:

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AMENDED AND RESTATED

SECURITIES PURCHASE AGREEMENT

Effective as of April 9, 2026

This Amended and Restated Securities Purchase Agreement (this “Agreement”), effective as of the date first set forth above (the “Effective Date”), is entered into by and among Eos SENOLYTIX, Inc., a Delaware corporation (the “Company”), and the persons and entities (each individually a “Purchaser,” and collectively, the “Purchasers”) named on the Schedule of Purchasers attached hereto as Schedule A (the “Schedule of Purchasers”).

** **

WHEREAS, on March 26, 2026, the Company and the Purchasers entered into that certain Securities Purchase Agreement (the “Original Agreement”) pursuant to which, amongst other things, the Purchasers committed to fund convertible promissory notes and purchase shares of Class A Common Stock of the Company;

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Execution Version

FOURTH AMENDED AND RESTATED SENIOR SECURED
REVOLVING CREDIT AGREEMENT

dated as of

July 2, 2026

among

GOLUB CAPITAL BDC, INC.,
as Borrower

The LENDERS Party Hereto

and

JPMORGAN CHASE BANK, N.A.
as Administrative Agent and
as Collateral Agent

$ 1,997,500,000

__________________

MUFG BANK, LTD.,

SUMITOMO MITSUI BANKING CORPORATION,

TRUIST BANK, and

WELLS FARGO SECURITIES, LLC

as Syndication Agents

JPMORGAN CHASE BANK, N.A.,
MUFG BANK, LTD.,

SUMITOMO MITSUI BANKING CORPORATION

TRUIST SECURITIES, INC., and

WELLS FARGO SECURITIES, LLC

as Joint Bookrunners and Joint Lead Arrangers

TABLE OF CONTENTS

Page

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BY HAND or BY E-MAIL

To: Mr. Emmanuel Babeau

Lausanne, July 6, 2026

SEPARATION AGREEMENT (the “Agreement”) and RELEASE

Dear Emmanuel,

We refer to the discussion you have had with representatives of PMI Management Sàrl (the “Company”), during which you were informed of the Company’s decision to end your employment with the Company and would like to confirm additional terms and conditions relating to your termination as follows. Such terms and conditions are intended, among other things, to implement the severance terms set forth in the “Termination of Employment” section of the Employment Agreement, effective May 1, 2020, between you and Philip Morris Products S.A., as amended (the “Employment Contract”). To the extent any provision of this Agreement is inconsistent or in conflict with any term or provision of the Employment Contract, this Agreement shall govern.

1.    Definitions

In this Agreement the expressions below shall have the following meanings:

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LIMITED GUARANTY

Limited Guaranty, dated as of July 6, 2026 (this “Limited Guaranty”), by Face Haus LLC, a Delaware limited liability company (the “Guarantor”), in favor of XWELL, Inc., a Delaware corporation (the “Guaranteed Party”).

1.              LIMITED GUARANTY. To induce the Guaranteed Party to enter into the Securities Purchase Agreement, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”; capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement) by and among Express Wellness Group, LLC, a Delaware limited liability company (the “Buyer”), XpresSpa Holdings, LLC a Delaware limited liability company (“XpresSpa”), XpresTest, Inc., a Delaware corporation (“XpresTest” and, together with XpresSpa, each a “Company” and collectively, the “Companies”), and the Guaranteed Party, pursuant to which, subject to the terms and conditions set forth therein, among other things, at the Closing the Buyer will purchase fro

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STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 6, 2026 (the “Effective Date”), among T3 Defense Inc., a Delaware corporation (“Buyer” or “T3”), Project 35 Ltd., an Israeli corporation (the “Company”), and X S.A. Security and Defense Ltd., an Israeli corporation (“Seller” or “XSA”, and together with the Buyer and the Company, the “Parties” and each, a “Party”).

RECITALS

** **

WHEREAS, the Seller is the record and beneficial holder of 60 shares in the Company, representing 60% equity interest in the Company on a fully diluted basis;

** **

WHEREAS, the Buyer is a Delaware corporation whose shares of common stock are listed on The Nasdaq Stock Market LLC under the symbol “DFNS”; and

** **

WHEREAS, the Buyer desires to purchase from the Seller, and the Seller desires to sell to the Buyer, the 60 shares of the Company held by the Seller (the “Purchased Shares”) on the terms and conditions provided for herein.

** **

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**Execution Copy **

**SEPARATION AND GENERAL RELEASE AGREEMENT **

This Separation and General Release Agreement (the “Agreement and General Release”) is dated July 8, 2026, by and among enCore Energy Corp. (“enCore”) (together with any subsidiaries, affiliates or successors, the “Company”), and Robert J. Willette (“Executive”). The foregoing parties are sometimes referred to herein individually as “Party” or collectively as “Parties”.

WHEREAS, the Company employs Executive pursuant to the Employment Agreement, made and entered into as of September 24, 2025, by and between the Company and Executive (the “Employment Agreement”);

WHEREAS, Executive’s employment with the Company terminated without Cause effective April 20, 2026 (the “Separation Date”);

WHEREAS, Executive is eligible for certain separation payments and benefits set forth in this Agreement and General Release; and

WHEREAS, the Parties wish to resolve all outstanding claims and disputes between them relating to such employment.

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***ENCORE ENERGY CORP. ***

***2024 LONG TERM INCENTIVE PLAN ***

***NONQUALIFIED STOCK OPTION AWARD AGREEMENT ***

enCore Energy Corp. (the “Company”) has granted [ ] (the “Participant”) a vested option (the “Option”) under its 2024 Long Term Incentive Plan (the “Plan”) to purchase three hundred thousand (300,000) shares of Stock of the Company (the “Shares”) at the purchase price per Share stated of $[ ] (the “Exercise Price”). Capitalized terms not explicitly defined in this Agreement but defined in the Plan shall have the meanings set forth in the Plan. The terms of the Option, as specified in this Agreement, constitute the Participant’s Award Agreement under the Plan.

The general terms and conditions applicable to Participant’s Option are as follows:

1. Kind of Option**. **This Option is a Nonqualified Stock Option.

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Agreement of Merger

This Agreement of Merger is entered into between A&B Aerospace, Inc., a California corporation, with California Entity Number 1806662 (herein “Surviving Corporation”), and AGA Precision Systems LLC, a California limited liability company with California Entity Number 202103510407 (herein “Merging Entity”).

WHEREAS, the Merging Entity and the Surviving Entity are each 100% owned by PMGC Holdings Inc., a Nevada corporation (“Parent”); and

WHEREAS, the Parent is desirous of having the Merging Entity merge with and into the Surviving Corporation (the “Merger”); and

WHEREAS, the Board of Directors of the Parent, acting as the sole shareholder of each of the Merging Entity and the Surviving Corporation, have approved the terms of the Merger and this Agreement of Merger.

NOW, THEREFORE, the parties hereto hereby agree as follows:

	1.	Merging Entity shall be merged into Surviving Corporation.

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