Browse EX-10 agreements

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Exhibit 10.5

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THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY OTHER APPLICABLE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE SECURITIES LAWS.

FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT

HEALTHY CHOICE WELLNESS CORP.

Issue Date: September [●], 2026 (the “Issue Date”)

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 17, 2026, between Healthy Choice Wellness Corp., a Delaware corporation (“Parent”), and each of the holders of Shares (as defined below) who are signatories hereto or who become party hereto pursuant to Section 6(f) (each such holder, a “Holder” and, collectively, the “Holders”).

This Agreement is made pursuant to the Agreement and Plan of Merger, dated as of May 27, 2026, by and among Parent, Healthy Choice Wellness II Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Host Digital Infrastructure LLC, a Delaware limited liability company (the “Company”) (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”).

Parent and each Holder hereby agrees as follows:

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REGISTRATION RIGHTS AGREEMENT

dated as of September 17, 2026

among

Healthy Choice Wellness Corp.

AND

the Stockholders party hereto

TABLE OF CONTENTS

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			Page
Article I DEFINITIONS			1
	Section 1.1	Definitions	1
	Section 1.2	Interpretation	5

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Exhibit 10.4

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PREFERENTIAL RIGHTS AGREEMENT

This PREFERENTIAL RIGHTS AGREEMENT (this “Agreement”) is entered into as of September 17, 2026 (the “Effective Date”), by and between Host Infrastructure Holdings LLC, a Delaware limited liability company (“Acquisition HoldCo”), and Host Digital Inc., a Delaware corporation (“Host”). Acquisition HoldCo and Host are referred to herein, collectively, as the “Parties” and, each, individually, as a “Party.”

RECITALS

WHEREAS, upon closing of the merger (the “Merger”) contemplated by that certain Agreement and Plan of Merger, dated as of May 27, 2026, by and among Host, Healthy Choice Wellness II Corp., its wholly-owned subsidiary (“Merger Sub”), and Host Digital Infrastructure LLC, a Delaware limited liability company (“Host Digital”), Host Digital merged into Merger Sub, emerged as the surviving company, and became a wholly-owned subsidiary of Host;

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Exhibit 10.3

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HOST DIGITAL INC.

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FORM OF INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is dated as of September 17, 2026 and is between Host Digital Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).

WHEREAS, Indemnitee’s service to the Company substantially benefits the Company;

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WHEREAS, individuals are reluctant to serve as directors or officers of corporations or in certain other capacities unless they are provided with adequate protection through insurance or indemnification against the risks of claims and actions against them arising out of such service;

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AGREEMENT OF PURCHASE AND SALE AND ESCROW INSTRUCTIONS

by and between

THE ENTITIES SET FORTH ON SCHEDULE A, as SELLER

and

EXETER 10545 PRODUCTION, LLC, as BUYER

Dated as of August 13, 2026

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							TABLE OF CONTENTS

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EXECUTION COPY

Deal: 47103RAA5

Revolver: 47103RAB3

$1,250,000,000
AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of September 17, 2026

among

**JANUS LIVING OP, LLC
**and
CERTAIN SUBSIDIARIES,

as the Borrowers,

JANUS LIVING, INC.,

as Parent Guarantor,

the Guarantor Parties parties hereto,

THE LENDERS PARTY HERETO FROM TIME TO TIME,

and

**BANK OF AMERICA, N.A.,
**as Administrative Agent and L/C Issuer,

**JPMORGAN CHASE BANK, N.A. **and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Co-Syndication Agents,

CAPITAL ONE NATIONAL BANK,

THE HUNTINGTON NATIONAL BANK,

M&T BANK,

REGIONS BANK

and

**U.S. BANK NATIONAL ASSOCIATION,
**as Senior Managing Agents

BARCLAYS BANK PLC,

BNP PARIBAS,

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

GOLDMAN SACHS BANK USA,

KEYBANK NATIONAL ASSOCIATION,

MIZUHO BANK, LTD.,

MORGAN STANLEY SENIOR FUNDING, INC.,

PNC BANK, NATIONAL ASSOCIATION,

ROYAL BANK OF CANADA,

BANCO SANTANDER, S.A., NEW YORK BRANCH,

THE BANK OF NOVA SCOTIA

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EXTENSION AGREEMENT

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

under the Credit Agreement

referred to below

September 16, 2026

Ladies and Gentlemen:

At The Campbell’s Company’s (formerly known as Campbell Soup Company) request, pursuant to Section 2.01(b)of the Credit Agreement (as defined below), the undersigned hereby agrees to extend, effective as of the date hereof, the Termination Date under the Five-Year Credit Agreement, dated as of April 16, 2024, among The Campbell’s Company, the Eligible Subsidiaries referred to therein, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), for one year from April 16, 2030 to April 16, 2031. Terms defined in the Credit Agreement are used herein with the same meaning.

This Extension Agreement shall be governed by and construed in accordance with the laws of the State of New York.

[Remainder of Page Intentionally Left Blank]

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$1,750,000,000 REVOLVING CREDIT FACILITY

AMENDED AND RESTATED CREDIT AGREEMENT

by and among

PAYLOCITY HOLDING CORPORATION

and

THE GUARANTORS PARTY HERETO

and

THE LENDERS PARTY HERETO

and

PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent,

PNC CAPITAL MARKETS, LLC,
CITIBANK, N.A.,
JPMORGAN CHASE BANK, N.A.,
WELLS FARGO BANK, N.A.,
BANK OF AMERICA, N.A.,
CAPITAL ONE, N.A.,
FIFTH THIRD BANK, N.A.,
and KEYBANK, N.A.,
as Joint Lead Arrangers and Joint Bookrunners, and

SILICON VALLEY BANK, a division of First Citizens Bank & Trust, and TRUIST BANK,
as Co-Documentation Agents

Dated as of September 17, 2026

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TABLE OF CONTENTS

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AMENDMENT NO. 2 TO

EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (“Amendment No. 2”) is made and to be effective the 11th day of September, 2026, by and between American Rebel Holdings, Inc., a Nevada corporation (“American Rebel”) and Corey A. Lambrecht (“Lambrecht”).

RECITALS

A. American Rebel and Lambrecht entered into an employment agreement on November 20, 2023, as amended effective on January 1, 2026 (the “Employment Agreement”) pursuant to which American Rebel agreed to employ Lambrecht as its chief operating officer and president for a term expiring on December 31, 2026;

B. American Rebel’s Compensation Committee has recommended and agreed to extend Mr. Lambrecht’s Employment Agreement for an additional three year term expiring on December 31, 2029;

C. American Rebel’s Compensation Committee has recommended and agreed to increase Mr. Lambrecht’s compensation as provided herein; and

D. American Rebel and Lambrecht desire to amend the Employment Agreement pursuant to this Amendment.

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[DEALER]1

[__], 2026

To: PBF Holding Company LLC

PBF Finance Corporation

One Sylvan Way

Second Floor

Parsippany, NJ 07054

Attention: General Counsel

Re: [Base][Additional] Call Option Transaction

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [DEALER] (“Dealer”) and each of PBF Holding Company LLC and PBF Finance Corporation, acting jointly and severally (together, “Counterparty”) as of the Trade Date specified below (the “Transaction”). PBF Energy Inc. (“Parent”) is also a party to this Confirmation in its limited capacity as set forth herein. This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with such ISDA Master Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous

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**Execution Version **

**PBF Energy Inc. **

**0% Exchangeable Senior Notes due 2032 **

**REGISTRATION RIGHTS AGREEMENT **

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 17, 2026, is hereby entered into by PBF ENERGY INC., a Delaware corporation (the “Company”), WELLS FARGO SECURITIES, LLC, as representative (the “Representative”), of the several initial purchasers listed in Schedule A of the Purchase Agreement (as defined below) (collectively, the “Initial Holders” and, together with any Subsequent Holder (as defined in Section*** 6.1* of this Agreement) and any other person who beneficially owns Registrable Securities (as defined below) (including any person that has a beneficial interest in any Registrable Security in book-entry form), the “Holders” and, each individually, a “Holder”), and, solely for purposes of Articles IV and VI hereof, PBF HOLDING COMPANY LLC, a Delaware limited liability company and an indirect subsidiary of the Company (the “PBF Holding”), and PBF FINANCE CORPORATION, a Delaware corporation and a who

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