Browse EX-10 agreements

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

between

BT DE INVESTMENTS INC.

and

CHARLOTTE’S WEB HOLDINGS, INC.

May 28, 2026

[Certain information indicated by [***] has been excluded from this Exhibit 10.3 because it is not material.]

1632919786.2

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TABLE OF CONTENTS

ARTICLE 1

DEFINITIONS AND INTERPRETATION

Section 1.1    Definitions.    1

Section 1.2    Gender and Number.    9

Section 1.3    Headings, etc.    9

Section 1.4    Currency.    9

Section 1.5    Certain Phrases, etc.    9

Section 1.6    Accounting Terms.    9

Section 1.7    Schedules.    9

Section 1.8    References to Persons and Agreements.    9

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AMENDMENT AND CONVERSION NOTICE

THIS AMENDMENT AND CONVERSION NOTICE (this “Agreement”) is dated as of May 28, 2026 between BT DE INVESTMENTS INC., a corporation existing under the Laws of the State of Delaware (the “Lender”), and CHARLOTTE’S WEB HOLDINGS, INC., a corporation incorporated under the Business Corporations Act (British Columbia) (the “Borrower”).

WHEREAS the Borrower issued a convertible debenture dated November 14, 2022, in the original principal amount of $75,341,080, to the Lender (the “Convertible Debenture”).

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LIMINATUS PHARMA, INC.

2251 Stern Goodman Street, Suite E Fullerton, California 92833

June 3, 2026

To the Holder of February 2026 Common Stock Purchase Warrants

Re: Inducement Offer to Exercise Existing February 2026 Common Stock Purchase Warrants

Dear Holder:

Liminatus Pharma, Inc., a Delaware corporation (the “Company”) is pleased to offer to you (the “Holder,” “you” or similar terminology) the opportunity to exercise the warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), currently held by you and issued to you on February 18, 2026 (the “Existing Warrants”). The number of shares of Common Stock underlying the Existing Warrants (the “Warrant Shares”) that the Holder agrees to exercise on terms set forth herein and as set forth on the signature page hereto were registered pursuant to a registration statement on Form S-1 (File No. 333-293364) (the “Warrant Share Registration Statement”).

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Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”), dated as of May 30, 2026, is entered into by and between HIGHTIDE ENERGY, INC. D/B/A ACCELEVATE SOLUTIONS, a Delaware corporation (the “Company”) and BRAND ENGAGEMENT NETWORK, INC., a Delaware corporation (the “Investor”).

Recitals

WHEREAS, the Company has authorized the issuance by the Company of 243,309 shares (the “Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), with the rights, preferences, powers, restrictions, and limitations set forth in the certificate of incorporation of the Company (the “Charter”), and a warrant exercisable for 243,309 shares of Common Stock for one (1) year from date of issuance (the “Warrant”); and

…

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VOTING AGREEMENT

THIS VOTING AGREEMENT is made as of the [●] day of [●], 2026 (this "Agreement").

BETWEEN:

[NAME]

[an individual residing in [●]/a trust formed pursuant to the laws of [●]]

(hereinafter referred to as the "Principal Holder")

SPHERE 3D CORP.

a corporation amalgamated pursuant to the laws of the Province of Ontario

(hereinafter referred to as "Sphere")

WHEREAS Sphere has acquired all of the issued and outstanding shares of Cathedra Bitcoin Inc. ("Cathedra") in connection with an arrangement agreement dated March 5, 2026 (the "Arrangement Agreement"), pursuant to a plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) completed on the date hereof (the "Transaction");

AND WHEREAS the execution and delivery of this Agreement was a condition precedent to the obligation of Sphere to complete the Transaction;

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INDEMNITY AGREEMENT

THIS AGREEMENT is made as of the ⬤ day of ⬤, 20⬤.

BETWEEN:

SPHERE 3D CORP.,a corporation existing under the laws of the Province of Ontario (the "Corporation")

-and-

[⬤], an individual principally residing at ⬤ (the "Indemnified Party").

RECITALS:

A. The Indemnified Party is a duly elected or appointed director or officer of the Corporation;

B.  The Corporation considers it desirable and in the best interests of the Corporation to enter into this Agreement to set out the circumstances and manner in which the Indemnified Party may be indemnified in respect of certain liabilities, expenses and/or other exposures which the Indemnified Party may incur as a result of acting as a director or officer of the Corporation; and

C. The by-laws of the Corporation contemplate that the Indemnified Party be indemnified or receive advancement of expenses in certain circumstances.

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Certain schedules and exhibits to this Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of May 28, 2026, between HIGH WIRE NETWORKS, INC., a Nevada corporation (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement

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VOTING AGREEMENT

THIS VOTING AGREEMENT is made as of the [●] day of [●], 2026 (this "Agreement").

BETWEEN:

[NAME]

[an individual residing in [●]/a trust formed pursuant to the laws of [●]]

(hereinafter referred to as the "Principal Holder")

SPHERE 3D CORP.

a corporation amalgamated pursuant to the laws of the Province of Ontario

(hereinafter referred to as "Sphere")

WHEREAS Sphere has acquired all of the issued and outstanding shares of Cathedra Bitcoin Inc. ("Cathedra") in connection with an arrangement agreement dated March 5, 2026 (the "Arrangement Agreement"), pursuant to a plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) completed on the date hereof (the "Transaction");

AND WHEREAS the execution and delivery of this Agreement was a condition precedent to the obligation of Sphere to complete the Transaction;

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FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT

WHEREAS, Sphere 3D Corp., an Ontario corporation (the "Employer"), and Kurt Kalbfleisch (the "Executive") entered into a Third Amended and Restated Employment Agreement dated November 11, 2025 (the "November 2025 Employment Agreement").

AND WHEREAS, the Employer entered into Amendment No. 1 to the November 2025 Employment Agreement dated as of March 5, 2026 (the "March 2026 Amendment," and together with the November 2025 Employment Agreement, the "Prior Employment Agreement").

AND WHEREAS, the Employer has agreed to acquire Cathedra Bitcoin Inc., a British Columbia corporation ("Cathedra"), pursuant to the terms of that certain Arrangement Agreement, dated March 5, 2026, by and among the Employer, Cathedra, and the other parties thereto (the "Arrangement Agreement");

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EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement") is made by and among Sphere 3D Mining Corp., a Delaware corporation ("Employer"), Sphere 3D Corp., an Ontario corporation ("Pubco" and together with Employer, "Sphere") and Joel Block (the "Executive") to become effective if and immediately following the closing of the transactions contemplated by the Arrangement Agreement (defined below) (the "Effective Date").

WHEREAS, Pubco has agreed to acquire Cathedra Bitcoin Inc., a British Columbia corporation ("Cathedra") pursuant to the terms of that certain Arrangement Agreement, dated March 5, 2026, by and among Pubco, Cathedra and the other parties thereto (the "Arrangement Agreement");

WHEREAS, pursuant to the terms of the Arrangement Agreement, it is contemplated that Joel Block shall become the Chief Executive Officer of Sphere on the Effective Date immediately following the consummation of the transactions contemplated by the Arrangement Agreement; and

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Stoneridge, Inc. ▼ 39675 MacKenzie, Suite 400 ▼ Novi, MI 48377 ▼ 248-489-9300 ▼ 248-489-3970

May 14, 2026

Scott R. Humphrey

VIA email to scottrhumphrey@gmail.com

Dear Scott,

I am pleased to provide you with this offer to join Stoneridge, Inc. as Chief Financial Officer and Treasurer. The attachment to this letter outlines the compensation and benefits for this position. In this role, you will report directly to me, and your home office will be at the Novi, Michigan site. Your role as Chief Financial Officer and Treasurer will be classified as an Officer under Section 16 of the Securities Exchange Act of 1934, which comes with certain rights and responsibilities.

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E****xhibit 10.1

American Battery Technology Company

SPecial Performance-Based Restricted stock Unit

Award agreement

Non-transferable

G R A N T T O

Ryan Melsert

(“Grantee”)

by American Battery Technology Company (the “Company”) in the form of 2,200,000 Restricted Stock Units (the “Units”) representing the right to earn, on a one-for-one basis, shares of the Company’s $0.01 par value common stock (“Shares”), pursuant to and subject to the provisions of the American Battery Metals Corporation 2021 Equity Incentive Plan (the “Plan”), and to the terms and conditions set forth on the following pages of this award agreement (this “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.

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