Browse EX-10 agreements

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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PLACEMENT AGENCY AGREEMENT

June 30, 2026

ThinkEquity LLC

17 State Street, 41st Floor

New York, NY 10004

Ladies and Gentlemen:

Introductory. This Placement Agency Agreement the (“Agreement”) sets forth the terms upon which ThinkEquity LLC (“ThinkEquity” or the “Placement Agent”) shall be engaged by Zoomcar Holdings, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), to act as the exclusive Placement Agent in connection with the private placement (hereinafter referred to as the “Offering”) of securities of the Company, as more fully described below. Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to them in the Securities Purchase Agreement (defined below).

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FIRST AMENDMENT TO CONSULTANCY AGREEMENT

** **

This First Amendment to Consultancy Agreement (“Amendment”) is entered into on 10 June 2026, by and between, Zoomcar India Private Limited, a company registered under the Companies Act, 1956 and having its registered office at registered office Anjaneya Techno Park, First Floor, No. 147, HAL Old Airport Road, ISRO Colony, Kodihalli, Bengaluru, 560008, India (the “Zoomcar India”), Zoomcar Holdings, Inc., a Delaware corporation and the parent of the Company (the “Zoomcar US”) and **Mr. Deepankar Tiwari **(“Consultant”).

Zoomcar India and Zoomcar US are hereinafter collectively referred to as the “Company”.

Zoomcar India, Zoomcar US and the Consultant are hereinafter individually referred to as a “Party” and collectively as “Parties,” as the context may require.

WHEREAS:

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Execution Version

**SECOND AMENDMENT TO **
***DRAW DOWN NOTE PURCHASE AND CONTINUING COVENANT AGREEMENT ***

THIS SECOND AMENDMENT TO DRAW DOWN NOTE PURCHASE AND CONTINUING COVENANT AGREEMENT (this “Amendment”) is dated June 29, 2026 (the “Second Amendment Effective Date”), and is made by and among SKY HARBOUR CAPITAL II LLC, a Delaware limited liability company (“SH Capital II LLC”), BDL HANGARS LLC, a Delaware limited liability company (“BDL Hangars”), CLOUDNINE AT CAMARILLO LIMITED PARTNERSHIP, a California limited partnership (“CloudNine at Camarillo”), and SLC DEVELOPMENT LLC, a Delaware limited liability company (“SLC Development” and, together with SH Capital II LLC, BDL Hangars and CloudNine at Camarillo, the “Borrowers”), as the borrowers party hereto as of the Second Amendment Effective Date, the lenders party hereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”).

RECITALS

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Execution Version

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF
JULY 6, 2026,

AMONG

CABLEVISION OF LITCHFIELD, LLC,
AS BORROWER REPRESENTATIVE,

CSC OPTIMUM HOLDINGS, LLC,

AS A BORROWER,

EACH OF THE OTHER LOAN PARTIES PARTY HERETO,

THE LENDERS PARTY HERETO,

JPMORGAN CHASE BANK, N.A.,

AS ADMINISTRATIVE AGENT,

JPMORGAN CHASE BANK, N.A.,
AS COLLATERAL AGENT

AND

J.P. MORGAN SECURITIES LLC,

AS SOLE LEAD ARRANGER AND BOOKRUNNER,

TABLE OF CONTENTS

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** **

THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE

REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

E X C H A N G E A G R E E M E N T

THIS EXCHANGE AGREEMENT (this “Agreement”) is executed as of June 30, 2026 (the “Effective Date”) by and between Cloudastructure, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).

A.Pursuant to that certain Securities Purchase Agreement dated March 21, 2025 (as subsequently amended, supplemented, and/or otherwise modified, the “Purchase Agreement”) between Investor and Company, Investor agreed to purchase up to $40,000,000.00 in Series 2 Convertible Preferred Stock (the “Series 2 Preferred Stock”).

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** **

THIS NOTE (AS DEFINED BELOW) IS ISSUED IN EXCHANGE FOR (WITHOUT ANY ADDITIONAL CONSIDERATION) 1,170 SHARES OF BORROWER’S (AS DEFINED BELOW) SERIES 2 CONVERTIBLE PREFERRED STOCK HAVING AN ORIGINAL ISSUE DATE OF APRIL 14, 2025. FOR PURPOSES OF RULE 144 OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS NOTE SHALL BE DEEMED TO HAVE BEEN ISSUED ON APRIL 14, 2025.

PROMISSORY NOTE

** **

June 30, 2026	U.S. $1,299,870.00

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**EXECUTION VERSION **

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

June 30, 2026

among

LANDSTAR SYSTEM HOLDINGS, INC.,

LANDSTAR SYSTEM, INC.,

the Subsidiary Guarantors party hereto,

the Lenders

from time to time parties hereto,

BANK OF AMERICA, N.A.,

WELLS FARGO BANK, NATIONAL ASSOCIATION

and

TRUIST BANK,

as Co-Syndication Agents,

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

JPMORGAN CHASE BANK, N.A.,

as Sole Lead Arranger and Sole Bookrunner

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*TABLE OF CONTENTS *

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STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of June 30, 2026, is entered into between Professional Diversity Network, Inc., a Delaware corporation located at 55 East Monroe Street, Suite 2120, Chicago, IL 60603 (the "Seller"), and MEB Holdings LLC, a limited liability company organized and existing under the laws of the Commonwealth of Massachusetts, with its principal place of business in the Commonwealth of Massachusetts (the "Buyer").

WHEREAS, Seller owns 100% outstanding and issued shares of common stock (the "Shares"), of NAPW, Inc., a Delaware corporation (File No. 5565542) and **IAW, INC. **(file 6767005)

(“NAPW/IAW”), both Delaware corporations (the "Company") located at 55 East Monroe Street, Suite 2120, Chicago, IL 60603; and

WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, the Shares, subject to the terms and conditions set forth herein;

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** **

Exhibit 10.1

** **

POLOMAR HEALTH SERVICES, INC.

2026 EQUITY AND INCENTIVE COMPENSATION PLAN

(As Amended and Restated Effective July 1, 2026)

RECITALS:

This Plan was originally adopted as the Trustfeed Corp. 2024 Equity and Incentive Compensation Plan by the Board (as defined herein) on July 11, 2024, and approved by the Stockholders of the Company (as defined herein) on July 11, 2024. Following the change of the Company’s name to Polomar Health Services, Inc., the Plan was renamed the Polomar Health Services, Inc. 2026 Equity and Incentive Compensation Plan and was amended and restated by the Board effective July 1, 2026.

1. Purpose. The purpose of this Plan is to attract and retain officers, Non-Employee Directors, consultants, independent contractors and other key employees of the Company and its Subsidiaries and to provide to such persons incentives and rewards for performance.

2. Definitions. As used in this Plan:

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 1, 2026 (as it may from time to time be amended, this “Agreement”), is entered into between Meridian3 Industrials Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Meridian3 Partners Sponsor LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units, each unit consisting of one Class A ordinary share, par value $0.0001 per share, of the Company (each, an “Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share, as set forth in the Company’s Registration Statement on Form S-1 (File No. 333-296506) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “***Securitie

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