Browse EX-10 agreements

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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MASTER COMMERCIALIZATION AND COLLABORATION AGREEMENT

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THIS MASTER COMMERCIALIZATION AND COLLABORATION AGREEMENT (including the appendices and addenda hereto, this “Agreement”) is entered into and effective as of July 1, 2026 (the “Effective Date”) by and between Ergon Asphalt & Emulsions, Inc., a Mississippi corporation whose principal place of business is 2829 Lakeland Drive, Flowood, MS 39232 (“Ergon”), and Verde Renewables, Inc., a Missouri corporation whose principal place of business is 8112 Maryland Ave., Suite 400, St. Louis, MO 63105 (“Verde”, and together Ergon, the “Parties” or each, a “Party”).

Recitals

WHEREAS, Verde possesses knowledge, experience and related innovative technologies for the use of Biochar in road construction and other applications and provides support services to parties desiring to utilize Biochar in such applications; and

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AMENDMENT NO. 1 TO SUPPLY AGREEMENT

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This Amendment No. 1 to Supply Agreement (this “Amendment”) is made and entered into effective as of June 30, 2026 (“Effective Date”) by and between:

Verde Renewables, Inc. (“Verde”), a corporation organized under the laws of the State of Missouri,

and

Biochar Solutions LLC (“BSL”), a limited liability company organized under the laws of the State of Oregon.

Collectively referred to as the “Parties.”

1. Amendment to Supply Agreement

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This Amendment amends that certain Supply Agreement executed between the Parties on March 12, 2026 (the “Agreement”) on the terms provided for herein. This Amendment is undertaken pursuant to Section 12 of the Agreement. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

2. Subsequent Agreement

The Parties hereby agree that the last paragraph of Section 1 of the Agreement entitled “Purpose; Binding Nature” shall be amended and restated in its entirety to read as follows:

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ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (hereinafter “Agreement”) is made as of July 1, 2026, at Monterey Park, California, by and among:

(i) **ENSON MARKET 33 SAN GABRIEL CA INC **(“SG Buyer”);

(ii) ENSON MARKET 34 MONROVIA CA INC (“MV Buyer,” and together with SG Buyer, collectively, “Buyer” or “Buyers”);

(iii) Good Fortune Supermarket of San Gabriel, LP (“SG Seller”); and

(iv) Good Fortune Supermarket of Monrovia, LP (“MV Seller,” and together with SG Seller, collectively, “Sellers”).

Each Buyer and each Seller is referred to individually as a “Party” and collectively as the “Parties.”

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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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