Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of June 29, 2026, by and among Liminatus Pharma, Inc., a Delaware corporation (the “Company”) and the undersigned parties listed under Stockholders on the signature page hereto (each, an “Stockholder” and collectively, the “Stockholders”).

WHEREAS, pursuant to a Merger Agreement, dated as of May 17, 2026 and amended and restated as of June 29, 2026 (as further amended and supplemented from time to time, the “Merger Agreement”), by and among the Company, InnocsAI LLC, Delaware limited liability company (“InnocsAI”), NamChul Jung, an individual, as the representative of the members of InnocsAI, the Stockholders agreed to accept the Merger Shares (i.e., Common Stock and Preferred Stock of the Company) in exchange for their membership interests of InnocsAI;

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Execution Version 1760749406.12 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 2, 2026 among TUTOR PERINI CORPORATION, as the Borrower, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, BMO BANK N.A., as Administrative Agent and THE OTHER LENDERS PARTY HERETO BMO CAPITAL MARKETS CORP., GOLDMAN SACHS BANK USA, DEUTSCHE BANK AG NEW YORK BRANCH and MANUFACTURERS AND TRADERS TRUST COMPANY as Joint Lead Arrangers and Joint Bookrunners

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FIRST AMENDMENT TO AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT

This FIRST AMENDMENT TO AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), is entered into as of July 2, 2026, by and between Capstone Holding Corp., a Delaware corporation (the “Company”), and Tumim Stone Capital, LLC, a Delaware limited liability company (the “Investor”).

WHEREAS:

A.        The Company and Investor executed and delivered that certain Amended and Restated Common Stock Purchase Agreement, dated as of June 16, 2026 (the “Purchase Agreement”); and

B.          The Company and Investor wish to amend the Purchase Agreement in certain respects.

NOW THEREFORE, the Company and the Investor severally (and not jointly) hereby agree as follows:

1.          CAPITALIZED TERMS. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.

2.            AMENDMENT.

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AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT

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***THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is dated as of July 6, 2026, by and between iPower Inc., a Nevada corporation (the “Company”) and the undersigned (the “Investor”), and amends that certain Securities Purchase Agreement, dated as of December 22, 2025, by and among the Company and each of the investors listed on the Schedule of Buyers attached thereto (the “Securities Purchase Agreement”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement.

WHEREAS, the Company and the Investor desire to amend certain provisions of the Securities Purchase Agreement pursuant to Section 9(e) thereof.

WHEREAS, pursuant to Section 9(e) of the Securities Purchase Agreement, the Company and the Investor, in its capacity as the Required Holder, may amend the terms of the Securities Purchase Agreement.

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EXECUTION VERSION

**NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 20(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDING

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SECURITIES PURCHASE AGREEMENT

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This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2026, between Big Digital Energy, 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”). The Company and the Purchasers are referred to collectively as the “Parties.”

WHEREAS, subject to the terms and conditions set forth in this Agreement, and pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof or Regulation D thereunder, 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.

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**REGISTRATION RIGHTS AGREEMENT **

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 30, 2026, between Big Digital Energy, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers,” and together with the Company, the “Parties”). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

The Parties hereby agrees as follows:

1.  Definitions.

Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice” has the meaning set forth in Section 6(c).

“Agreement” has the meaning set forth in the preamble.

“Company” has the meaning set forth in the preamble.

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LETTER AGREEMENT

REGARDING PLEDGE, TRANSFER AND ASSIGNMENT OF

SERIES D PREFERRED STOCK AND WARRANTS

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This Letter Agreement (this “Agreement”) is entered into as of June 30, 2026, by and among:

(1) Big Digital Energy, Inc., a Nevada corporation (the “Company”);

(2) Six Thirty AI, LLC, a Texas limited liability company (the “Purchaser”); and

(3) YA II PN, LTD., a Cayman Islands exempt limited company, in its capacity as administrative agent and collateral agent for the Lenders (as defined below) under the Loan Documents (as defined below) (the “Agent” and, together with the Company and the Purchaser, the “Parties”).

RECITALS

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EMPLOYEE MATTERS AGREEMENT

by and between

THE MIDDLEBY CORPORATION

and

MIDERA FOOD PROCESSING, INC.

Dated as of July 5, 2026

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**TABLE OF CONTENTS **

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ARTICLE 1
DEFINITIONS
Section 1.01.		Definitions			1

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INTELLECTUAL PROPERTY MATTERS AGREEMENT

by and between

THE MIDDLEBY CORPORATION

and

MIDERA FOOD PROCESSING, INC.

Dated as of July 5, 2026

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**INTELLECTUAL PROPERTY MATTERS AGREEMENT **

This INTELLECTUAL PROPERTY MATTERS AGREEMENT, dated as of July 5, 2026 (the “Effective Date”), is entered into by and between The Middleby Corporation (“RemainCo”), a Delaware corporation, and Midera Food Processing, Inc. (“SpinCo”), a Delaware corporation (each, a “Party” and, collectively, the “Parties”).

WHEREAS, the Parties have entered into that certain Separation and Distribution Agreement, dated as of the date hereof (the “Separation Agreement”); and

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TAX MATTERS AGREEMENT

by and between

THE MIDDLEBY CORPORATION

and

MIDERA FOOD PROCESSING, INC.

Dated as of July 5, 2026

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**TABLE OF CONTENTS **

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ARTICLE I
DEFINITIONS

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TRANSITION SERVICES AGREEMENT

by and between

THE MIDDLEBY CORPORATION

and

MIDERA FOOD PROCESSING, INC.

Dated as of July 5, 2026

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**TRANSITION SERVICES AGREEMENT **

This TRANSITION SERVICES AGREEMENT (this “Agreement”), is entered into as of July 5, 2026, by and between The Middleby Corporation, a Delaware corporation (“RemainCo”), and Midera Food Processing, Inc., a Delaware corporation (“SpinCo”). Each of RemainCo and SpinCo is referred to as a “Party,” and collectively as the “Parties.”

**RECITALS **

WHEREAS, the Parties have entered into that certain Separation and Distribution Agreement, dated as of the date hereof (the “Separation Agreement”); and

WHEREAS, pursuant to the Separation Agreement, certain services are to continue to be provided by the RemainCo Group to the SpinCo Group and by the SpinCo Group to the RemainCo Group after the Distribution Date upon the terms and conditions set forth in this Agreement.

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