Browse EX-10 agreements

UNDERWRITING AGREEMENT

	June 29, 2026

Aegis Capital Corp.

1345 Avenue of the Americas, 27th Floor

New York, NY 10105

Ladies and Gentlemen:

Farmmi, Inc., a Cayman Islands exempted company (collectively with its subsidiaries, the “Company”), agrees, subject to the terms and conditions in this agreement (this “Underwriting Agreement”), to issue and sell to Aegis Capital Corp. (the “Underwriter”) (i) an aggregate of 7,000,000 of the Company’s Class A ordinary shares, par value $0.000000010 per share (the “Ordinary Shares”; such 7,000,000 offered Ordinary Shares the “Closing Shares”) and (ii) pre-funded warrants to purchase up to an aggregate of 5,000,000 Ordinary Shares (the “Pre-Funded Warrants”; the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants, the “Warrant Shares”). At the option of the Underwriter, the Company agrees, subject to the terms and conditions herein, to issue and sell up to an aggregate of 1,800,000 additional Ordinary Shares (the “Option Shares

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REGISTERED PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES

FARMMI, INC.

Warrant Shares: [●]	Initial Exercise Date: __________, 2026
	Issuance Date: __________, 2026

THIS PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Farmmi, Inc., a Cayman Islands exempted company (the “Company”), up to [●] ordinary shares (as subject to adjustment hereunder, the “Warrant Shares”). Subject to the provisions of Section 2.3, the purchase price of one (1) Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in S

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of [*], 2026, between iSpecimen Inc., a Delaware corporation (the “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 (as defined below), 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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SECOND AMENDMENT TO REPURCHASE PROMISSORY NOTE

This SECOND AMENDMENT TO REPURCHASE PROMISSORY NOTE dated as of June 30, 2026 (this “Amendment”) is by and among P3 HEALTH GROUP, LLC (f/k/a P3 Health Group Holdings, LLC), a Delaware limited liability company (the “Company”), and IHC Health Services, Inc. (“Holder”).

WHEREAS, the Company executed and delivered that certain Repurchase Promissory Note dated as of June 28, 2019 in favor of the Holder (as amended, the “Note”);

WHEREAS, the Company and the Holder executed and delivered that certain First Amendment to the Note dated as of November 19, 2020; and

WHEREAS, the Company and Holder desire to further amend the Note as more particularly set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the agreements contained herein, the parties hereby agree as follows:

1.Capitalized Terms. Capitalized terms used but not defined herein shall have the meanings set forth in the Note.

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Execution Version

CREDIT AGREEMENT

among

SEMTECH CORPORATION,

as Borrower,

the Subsidiaries of Borrower party hereto,
as Guarantors,

the institutional lenders party hereto and named as “Lenders” herein,
as Lenders,

the institutional lenders party hereto and named as “L/C Issuers” herein,
as L/C Issuers,

MORGAN STANLEY SENIOR FUNDING, INC.,

as Administrative Agent and Swing Line Lender,

MORGAN STANLEY SENIOR FUNDING, INC., UBS SECURITIES LLC, BMO BANK N.A., HSBC BANK USA, NATIONAL ASSOCIATION, U.S. BANK NATIONAL ASSOCIATION, WELLS FARGO SECURITIES, LLC, BARCLAYS BANK PLC, JPMORGAN CHASE BANK, N.A., ROYAL BANK OF CANADA AND SILICON VALLEY BANK, A DIVISION OF FIRST-CITIZENS BANK & TRUST COMPANY,

as Joint Lead Arrangers and Joint Bookrunners

MORGAN STANLEY SENIOR FUNDING, INC. AND UBS SECURITIES LLC,

as Co-Syndication Agents,

and

BMO BANK N.A., HSBC BANK USA, NATIONAL ASSOCIATION, U.S. BANK NATIONAL ASSOCIATION AND WELLS FARGO SECURITIES, LLC,

as Co-Documentation Agents.

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TABLE OF CONTENTS

Page

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EXECUTIVE RETENTION AGREEMENT

This Executive Retention Agreement (“this Agreement”) is made as of the 6th day of July, 2026 (“Effective Date”) between Digimarc Corporation, an Oregon corporation, with its principal offices at Beaverton, Oregon (hereinafter called the “Company”), and Paul Carreiro (hereinafter called “Executive”). Executive shall be employed by DMRC LLC, an Oregon limited liability company, a subsidiary of the Company and references to Company in this Agreement, including, without limitation, employment by the Company shall to the extent applicable include DMRC LLC as well as other Related Companies.

It is made with reference to the following facts:

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DMRC LLC
INDUCEMENT LTIP UNIT AWARD AGREEMENT

This INDUCEMENT LTIP UNIT AWARD AGREEMENT (this “Award Agreement”), dated as of July 6, 2026 (the “Grant Date”), is entered into by and between DMRC LLC, an Oregon limited liability company (the “Company”), and Paul Carreiro (“Grantee” and, together with the Company, collectively, the “Parties,” and each, a “Party”). Capitalized terms used in this Award Agreement but not defined have the meanings given to them in the Amended and Restated Limited Liability Company Operating Agreement, dated as of May 18, 2026, as the same may be amended from time to time (the “LLC Agreement”).

WHEREAS, Grantee provides services to or for the benefit of the Company;

WHEREAS, effective as of the Grant Date, the Company is issuing to the Grantee the number of LTIP Units set forth below, subject to and in accordance with the terms and conditions of this Award Agreement and the LLC Agreement.

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DEBT CANCELLATION AND RELEASE AGREEMENT

This Debt Cancellation and Release Agreement (the “Agreement”) is entered into effective as of the ___ day of June, 2026 by and between The Greater Cannabis Company, Inc., a Florida Corporation (the “Company”), and Sigalush Ventures LLC (David Sencianes) and Fernando Bisker (“Debt Holders”), collectively referred to hereinafter as the “Parties” or individually as a “Party”.

WHEREAS, Debt Holders are entitled to receive Eighty Thousand Dollars ($80,000), on the books and records of the Company (the “Debt”);

WHEREAS, the Parties desire to enter into an agreement providing for the cancellation, satisfaction, release, and extinguishment of the Debt;

WHEREAS, the Parties acknowledge and agree that the Debt has been fully compromised, settled, and extinguished pursuant to the terms of this Agreement; and

WHEREAS, the Parties desire to resolve fully and finally all matters relating to the Debt and to release one another from any claims arising therefrom.

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ESCROW AGREEMENT

** **

THIS ESCROW AGREEMENT (this “Agreement”), dated as of June 29, 2026, is entered into by and among Trafalgar Asset Management, LLC, a Delaware limited liability company (“Purchaser”), Aitan Zacharin, individually and in his capacity as the holder of the Series B Preferred Stock of The Greater Cannabis Company, Inc. (the “Control Seller”), the holders of the Series A Preferred Stock identified on Exhibit C hereto (collectively, the “Series A Sellers”), The Greater Cannabis Company, Inc., a Florida corporation (“GCAN” or the “Company”), and John D. Thomas, P.C., as escrow agent (the “Escrow Agent”).

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STOCK PURCHASE AGREEMENT

(Series A Preferred Stock)

AMONG

Trafalgar Asset Management, LLC

(“Buyer”)

AND

THE SHAREHOLDERS LISTED ON SCHEDULE A

(collectively, the “Sellers”)

DATED AS OF JUNE 29, 2026

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is entered into as of the 29th day of June, 2026, by and among Trafalgar Asset Management, LLC, a Delaware limited liability company (“Trafalgar” or “Buyer”), and the shareholders listed on Schedule A attached hereto (collectively, the “Sellers”). Buyer and Sellers are referred to collectively herein as the “Parties.”

* *

This Agreement contemplates a transaction in which Buyer will purchase from Sellers, and Sellers will sell, assign and transfer to Buyer, all of the Series A Shares identified opposite such Seller’s name on Schedule A attached hereto (collectively, the “Purchased Shares”), in exchange for the consideration set forth in §2(b) below.

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DEBT CANCELLATION AND RELEASE AGREEMENT

This Debt Cancellation and Release Agreement (the “Agreement”) is entered into effective as of the ___ day of June, 2026 by and between The Greater Cannabis Company, Inc., a Florida Corporation (the “Company”), and 02490585 Ontario Inc. (Elisha Kalfa), and Yonah Kalfa (“Debt Holders”), collectively referred to hereinafter as the “Parties” or individually as a “Party”.

WHEREAS, Debt Holders are entitled to receive One Hundred Eighty Thousand Dollars ($180,000), on the books and records of the Company (the “Debt”);

WHEREAS, the Parties desire to enter into an agreement providing for the cancellation, satisfaction, release, and extinguishment of the Debt;

WHEREAS, the Parties acknowledge and agree that the Debt has been fully compromised, settled, and extinguished pursuant to the terms of this Agreement; and

WHEREAS, the Parties desire to resolve fully and finally all matters relating to the Debt and to release one another from any claims arising therefrom.

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STOCK PURCHASE AGREEMENT

(Transfer of Control of Public Reporting Company)

AMONG

TRAFALGAR ASSET MANAGEMENT, LLC

(“Buyer”)

AND

THE GREATER CANNABIS COMPANY, INC.

(the “Company”)

AND

AITAN ZACHARIN

(the “Control Seller”)

DATED AS OF JUNE 29, 2026

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is entered into as of the 29th day of June, 2026, by and among Trafalgar Asset Management, LLC, a Delaware limited liability company (“Buyer”), and The Greater Cannabis Company, Inc., a Florida corporation (“GCAN”), and Aitan Zacharin (“Control Seller”). Buyer, GCAN and the Control Seller are referred to collectively herein as the “Parties.”

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