Browse EX-10 agreements

EXECUTION VERSION

**THIRD AMENDMENT TO CREDIT AGREEMENT **

This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of September 11, 2026 among HUB GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors signatory hereto, the Required Lenders signatory hereto, and BANK OF MONTREAL,** *a Canadian chartered bank acting through its Chicago branch (“Administrative Agent”*), as Administrative Agent, Swingline Lender and a L/C Issuer as provided herein.

**PRELIMINARY STATEMENTS **

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September 14, 2026

Todd Heeter

The Heeter Group, LLC

*Via Email *

	Re:	**Amendment to Consulting Agreement, dated as of May 27, 2026, by and among The Heeter Group, LLC, Todd Heeter and Hub Group, Inc. (the “Consulting Agreement”) **

Dear Todd:

Further to our recent discussion, this letter agreement confirms the parties’ agreement to amend the Consulting Agreement as set forth herein. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms under the Consulting Agreement.

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September 14, 2026

Patrick O’Donnell

[*****]

[*****]

Dear Patrick,

Hub Group, Inc. (“the Company”) is pleased to confirm the terms under which you will serve in the exempt, full-time position of EVP, Chief Financial Officer, reporting to the Chief Executive Officer. It is understood that you will assume the position of EVP, Chief Financial Officer promptly following completion of the restatement of the Company’s audited financial statements for 2023, 2024, and 2025. It is further understood that until you assume this position, you will serve in the exempt, full-time position of Special Advisor and Chief Financial Officer Elect.

This letter summarizes the terms and conditions of your continued employment and supersedes and replaces any prior agreements with the Company.

Your annual salary will be $650,000 which will be paid in bi-weekly installments and subject to applicable tax and other deductions.

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AMENDMENT NO. 3 TO ChEF PURCHASE AGREEMENT

This Amendment No. 3 (“Amendment No. 3”), made as of September 14, 2026, amends that certain ChEF Purchase Agreement, dated as of October 22, 2025, as amended on September 1, 2026 and September 14, 2026 (collectively, the “Agreement”), by and between Chardan Capital Markets LLC, a New York limited liability company (the “Investor”), and Hyperliquid Strategies Inc, a Delaware corporation (the “Company”).

RECITALS

WHEREAS, pursuant to Section 10.6 of the Agreement, no provision of the Agreement may be amended, except by a written instrument executed by both parties thereto; and

WHEREAS, the parties hereto desire to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the parties hereby agree as follows:

1. Defined Terms. Unless otherwise indicated herein, capitalized terms which are used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement.

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SERIES AAA PREFERRED SUBSCRIPTION AGREEMENT

Marked changes to the Note Restructuring Version. Provisions not reproduced are unchanged.

Recitals, first WHEREAS

WHEREAS, the Company intends to offer (the “Offering”) for sale up to $38.5 million of shares of Series AAA Convertible Preferred Stock (the “Series AAA Preferred”) convertible into shares of the Company’s Class A common stock, par value $0.001, of the Company (the “Common Stock”). The forms of the Certificate of Designations, Preferences and Rights of the Series AAA Convertible Preferred Stock (the “COD”) is substantially in the form attached hereto as Exhibit A and the Series AAA Preferred and the shares of Class A common stock issuable upon conversion of such securities (the “Underlying Shares”) are being offered in reliance upon the exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) of Regulation D promulgated thereunder (“Regulation D”), the terms and conditions hereinafter set forth; and

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NOTE SUBSCRIPTION AGREEMENT AND RELEASE

This NOTE SUBSCRIPTION AGREEMENT AND RELEASE (this “Agreement”) is made as of __________________, 2026, by and between CaliberCos Inc., a Delaware corporation (the “Company”), and the undersigned (the “Subscriber”).

RECITALS

WHEREAS, the Subscriber is the holder of one or more promissory notes previously issued by the Company and identified on Schedule 1 hereto (each, a “Prior Note” and collectively, the “Prior Notes”);

WHEREAS, the Company has offered to holders of the Prior Notes the opportunity to elect among several alternatives with respect to their Prior Notes, one of which is the exchange of a Prior Note for a new Subordinated Amortizing Promissory Note (Unsecured) of the Company bearing interest at six percent (6.0%) per annum and amortizing in sixty (60) monthly installments of principal and interest (the “New Note”);

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PAYOFF OPTION AND STANDSTILL AGREEMENT

This PAYOFF OPTION AND STANDSTILL AGREEMENT (this “Agreement”) is made as of __________________, 2026 (the “Effective Date”), by and between CaliberCos Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”).

RECITALS

WHEREAS, the Holder is the holder of one or more promissory notes previously issued by the Company and identified on Schedule 1 hereto (each, a “Note” and collectively, the “Notes”);

WHEREAS, the Company offered to holders of the Notes a payoff of the Holder's Unreturned Capital at eighty percent (80%) thereof, and the Holder has elected to be so paid off;

WHEREAS, the Company is seeking capital with which to fund such payoffs and requires a defined period in which to obtain that capital and complete the payoffs; and

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** **

Dear Heather Clayton,

We are pleased to offer you employment with BOXABL at 5345 E North Belt Road Suite 115, North Las Vegas, NV 89115. We would like you to join our team as a Chief Accounting Officer**.**

** **

You will report to: Martin Costas, Chief Financial Officer

Upon your acceptance of this offer, your tentative start date will be: 09/28/2026 which is contingent on passing a background check.

This is a full-time position and you will be classified as an exempt employee with a salary of $250,000.00, payable every other week as per the standard payroll practices of the company. Your earnings are subject to deductions for taxes and other withholdings as required by law or company policy.

**Bonus: **To be determined by senior management

**Stock Grant: **Subject to Board approval, you will be eligible to receive an award under the Company’s 2026 Incentive Plan, with the specific terms (including size, vesting, and conditions) to be set forth in an individual award agreement. The award agreement, once executed, will govern the terms of your participation.

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Dear Larry King,

We are pleased to offer you employment with BOXABL at 5345 E North Belt Road Suite 115, North Las Vegas, NV 89115. We would like you to join our team as a Chief Financial Officer.

You will report to: Paolo Tiramani, Co-CEO

Upon your acceptance of this offer, your tentative start date will be: 09/14/2026 which is contingent on passing a background check.

This is a full-time position and you will be classified as an exempt employee with a salary of $300,000.00, payable every other week as per the standard payroll practices of the company. Your earnings are subject to deductions for taxes and other withholdings as required by law or company policy.

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**Execution Version **

**FOURTH AMENDMENT TO THE MONETIZATION MASTER AGREEMENT **

This FOURTH AMENDMENT TO THE MONETIZATION MASTER AGREEMENT (this “Amendment”) is entered into as of September 11, 2026, by and among J. Aron & Company LLC, a limited liability company organized under the laws of the State of New York (“Aron”), Calumet Shreveport Refining, LLC, a Delaware limited liability company (the “Company”), Calumet Refining, LLC, a Delaware limited liability company (“Calumet Refining” and together with the Company, the “Transaction Parties”), Calumet, Inc., a Delaware corporation (“Calumet Parent”), and solely for Section 5(d) hereof, Calumet Specialty Products Partners, L.P., a Delaware limited partnership (“MLP Parent”) (each of the Transaction Parties, Calumet Parent, MLP Parent and Aron referred to individually as a “Party” or collectively as the “Parties”).

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**EXECUTION VERSION **

**ELEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT **

This ELEVENTH **AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT **(this “Eleventh Amendment”) is dated as of September 11, 2026 and is executed by and among CALUMET, INC., a Delaware corporation (“Parent”), the Subsidiaries of Parent listed as “Borrowers” on the signature pages hereto (together with Parent, collectively, “Borrowers” and each individually a “Borrower”), the Lenders party hereto (each individually an “Eleventh Amendment Lender” and collectively the “Consenting Eleventh Amendment Lenders”) and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (“Agent”).

R E C I T A L S:

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